Invitation and Proxy Statement for the 2019 Annual General...

Invitation and Proxy Statement for the 2019 Annual General Meeting of Shareholders

May 16, 2019 Zurich, Switzerland

Who We Are

• The world’s largest publicly traded property and casualty (P&C) insurer, based on market capitalization of $63 billion*

• A truly global company, with local operations in 54 countries and territories

• Insurance is our only business

• Exceptional financial strength, managing risk conservatively in both underwriting and investing

• Core operating insurance companies are rated “AA” for financial strength by S&P and “A++” by AM Best

• Well balanced by product and customer:

− A global leader in traditional and specialty P&C coverage for industrial commercial and mid-market companies

− The leading commercial lines insurer in the U.S. and the largest financial lines writer globally

− The leader in U.S. high net worth personal lines and a large personal lines business globally

− A global leader in personal accident and supplemental health insurance

− An international life insurer primarily focused on Asia

− A P&C reinsurer

* At March 26, 2019

Notice of Chubb Limited 2019 Annual General Meeting of Shareholders

Date and Time Place Record Date Proxy Mailing DateMay 16, 2019, 11:45 a.m. Chubb Limited March 25, 2019, except On or about April 4, 2019Central European Time Bärengasse 32 as provided in “Who is

CH-8001, Zurich entitled to vote?” in thisSwitzerland proxy statement

Agenda1 Approval of the management

report, standalone financialstatements and consolidatedfinancial statements of ChubbLimited for the year endedDecember 31, 2018

2 Allocation of disposable profit anddistribution of a dividend fromreserves

2.1 Allocation of disposable profit

2.2 Distribution of a dividend out oflegal reserves (by way of releaseand allocation to a dividendreserve)

3 Discharge of the Board of Directors

4 Election of Auditors

4.1 Election ofPricewaterhouseCoopers AG(Zurich) as our statutory auditor

4.2 Ratification of appointment ofPricewaterhouseCoopers LLP(United States) as independentregistered public accountingfirm for purposes of U.S.securities law reporting

4.3 Election of BDO AG (Zurich) asspecial audit firm

5 Election of the Board of Directors

6 Election of the Chairman of theBoard of Directors

7 Election of the CompensationCommittee of the Board of Directors

8 Election of Homburger AG asindependent proxy

9 Approval of the maximumcompensation of the Board ofDirectors and ExecutiveManagement

9.1 Compensation of the Board ofDirectors until the next annualgeneral meeting

9.2 Compensation of ExecutiveManagement for the nextcalendar year

10 Advisory vote to approve executivecompensation under U.S. securitieslaw requirements

Notice of Internet availability of proxy materials: Shareholders of record arebeing mailed, on or around April 4, 2019, a Notice of Internet Availability of ProxyMaterials providing instructions on how to access the proxy materials and our AnnualReport on the Internet, and if they prefer, how to request paper copies ofthese materials.

If you plan to attend the meeting, you must request an admission ticket by followingthe instructions in this proxy statement by May 9, 2019.

By Order of the Board of Directors,

Joseph F. WaylandExecutive Vice President, General Counsel and SecretaryApril 2, 2019Zurich, Switzerland

Your vote is important. Please voteas promptly as possible byfollowing the instructions on yourNotice of Internet Availability ofProxy Materials, whether or notyou plan to attend the meeting.

Chubb encourages shareholders tovoluntarily elect to receive allproxy materials (including thenotice of availability of suchmaterials) electronically, whichgives you fast and convenientaccess to the materials, reduces ourimpact on the environment andreduces printing and mailing costs.If you are a shareholder of record,visit www.envisionreports.com/CBfor instructions. If you are abeneficial owner, visitwww.proxyvote.com or contactyour bank, broker orother nominee.

Table ofContents

Proxy Summary 2

Agenda Item 1: Approval of the Management Report, StandaloneFinancial Statements and Consolidated Financial Statementsof Chubb Limited For the Year Ended December 31, 2018 14

Agenda Item 2: Allocation of Disposable Profit andDistribution of a Dividend out of Legal Reserves(by Way of Release and Allocation to a Dividend Reserve) 15

Agenda Item 3: Discharge of the Board of Directors 18

Agenda Item 4: Election of Auditors 19

Agenda Item 5: Election of the Board of Directors 22

Agenda Item 6: Election of the Chairman of the Board of Directors 30

Agenda Item 7: Election of the Compensation Committeeof the Board of Directors 32

Agenda Item 8: Election of Homburger AG as Independent Proxy 33

Agenda Item 9: Approval of the Maximum Compensation of theBoard of Directors and Executive Management 34

Agenda Item 10: Advisory Vote to Approve Executive Compensationunder U.S. Securities Law Requirements 40

Corporate Governance 42

Overview 42Our Corporate Governance Framework 43Governance Practices and Policies that Guide Our Actions 44Citizenship at Chubb 46The Board of Directors 48Board Leadership Structure 51The Committees of the Board 52Board Oversight of Our Independent Advisors 54Board Oversight of Risk and Risk Management 55What Is Our Related Party Transactions Approval Policy andWhat Procedures Do We Use To Implement It? 55What Related Party Transactions Do We Have? 56Did Our Officers and Directors Comply with Section 16(a)Beneficial Ownership Reporting in 2018? 59

Director Compensation 60

Information About Our Share Ownership 63

How Many Shares Do Our Directors, Nominees andSEC Executive Officers Own? 63Which Shareholders Own More Than Five Percent of Our Shares? 64

Compensation Committee Report 65

Executive Compensation 66

Compensation Discussion & Analysis 66CD&A Table of Contents 66Executive Summary 67The Relationship of Compensation to Risk 79Summary Compensation Table 95Employment Arrangements 96Employee Stock Purchase Plan 97Indemnification Agreements 97Grants of Plan-Based Awards 98Outstanding Equity Awards at Fiscal Year End 99Option Exercises and Stock Vested 101Pension Benefits 102Nonqualified Deferred Compensation 103Potential Payments upon Termination or Change in Control 105Median Employee Pay Ratio 109

Audit Committee Report 110

Information About the Annual General Meeting and Voting 113

Shareholder Submitted Agenda Items for an Annual General Meeting 119

Non-GAAP Financial Measures 120

ProxySummary

2 Chubb Limited 2019 Proxy Statement

This summary highlights informationdiscussed in more detail elsewhere inthis proxy statement. Notably, as inpast years we will have two distinctvotes on executive compensation: aSwiss say-on-pay vote and a U.S.Securities and Exchange Commission(SEC) say-on-pay vote. We hope thatthe information we have provided inthe summary pages that follow willassist you in better understandingand evaluating our executivecompensation program.

Shareholders should read the entireproxy statement and our 2018 AnnualReport on Form 10-K before voting.References in this proxy statement to“$” and “USD” are to United Statesdollars and references to “CHF” areto Swiss francs. References to “we”,“us”, “our”, “Chubb” or the“Company” are to Chubb Limited.

Forward-looking statements made inthis proxy statement, such as thoserelated to Company performance andour expectations and intentions andother statements that are nothistorical facts, reflect our currentviews with respect to future eventsand financial performance and aremade pursuant to the safe harborprovisions of the Private SecuritiesLitigation Reform Act of 1995. Suchstatements involve risks anduncertainties that could cause actualresults to differ materially, including,without limitation, factors identifiedin our other filings with the SEC.

Our discussion in this proxystatement includes certain financialmeasures, including those consideredin connection with compensationdecisions, that are not presented inaccordance with generally acceptedaccounting principles in the U.S. (U.S.GAAP), known as non-GAAP financialmeasures. These non-GAAP financialmeasures include core operatingincome, core operating return onequity, P&C combined ratio, tangiblebook value per share and book valueand tangible book value per shareexcluding mark-to-market. Coreoperating income is net of tax,whether or not explicitly noted. Moreinformation on the rationale for theuse of these measures andreconciliations to U.S. GAAP can befound in “Non-GAAP FinancialMeasures” on page 120 of thisproxy statement.

References to our website in thisproxy statement are for informationalpurposes only, and the informationcontained on, or that may beaccessed through, our website is notincorporated by reference into, and isnot a part of, this proxy statement.

Proxy Summary

2019 Annual General Meeting

Date and Time Place Record Date Mailing DateMay 16, 2019, 11:45 a.m. Chubb Limited March 25, 2019, except as On or about April 4, 2019Central European Time Bärengasse 32 provided in “Who is entitled

CH-8001, ZurichSwitzerland

to vote?” in this proxystatement

Meeting Agenda and Board Voting Recommendations

Meeting AgendaBoard VoteRecommendation

PageReference

1 Approval of the management report, standalone financial statements and consolidatedfinancial statements of Chubb Limited for the year ended December 31, 2018 For 14

2 Allocation of disposable profit and distribution of a dividend from reserves

2.1 Allocation of disposable profit For 15

2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to adividend reserve) For 16

3 Discharge of the Board of Directors For 18

4 Election of Auditors

4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor For 19

4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) asindependent registered public accounting firm for purposes of U.S. securitieslaw reporting For 19

4.3 Election of BDO AG (Zurich) as special audit firm For 21

5 Election of the Board of Directors For each nominee 22

6 Election of the Chairman of the Board of Directors For 30

7 Election of the Compensation Committee of the Board of Directors For each nominee 32

8 Election of Homburger AG as independent proxy For 33

9 Approval of maximum compensation of the Board of Directors and Executive Management

9.1 Compensation of the Board of Directors until the next annual general meeting For 34

9.2 Compensation of Executive Management for the next calendar year For 36

10 Advisory vote to approve executive compensation under U.S. securities law requirements For 40

Chubb Limited 2019 Proxy Statement 3

Proxy Summary

Director Nominee InformationThis table provides summary information about our director nominees, each of whom is currently a member of our Board ofDirectors. Each of our director nominees stands for annual election to a one-year term. Accordingly, each director nominee hasbeen nominated to hold office until the next annual general meeting after election. See Agenda Item 5, the election of directors,for additional information on our director nominees.

Current Chartered Committee Membership

Nominee AgeDirector

Since Principal Occupation ExecutiveNominating

& Governance Audit CompensationRisk &

Finance

Evan G. Greenberg 64 2002 Chairman, President and Chief ExecutiveOfficer, Chubb Limited

Chair

Robert M. HernandezLead Director

74 1985 Retired Vice Chairman and ChiefFinancial Officer, USX Corporation

‹ ‹ ‹

Michael G. Atieh 65 1991 Retired Chief Financial and BusinessOfficer, Ophthotech Corporation

‹

Sheila P. Burke 68 2016 Faculty Research Fellow, John F.Kennedy School of Government,Harvard University

‹

James I. Cash 71 2016 Emeritus Professor of BusinessAdministration, Harvard University ‹

Mary Cirillo 71 2006 Retired Executive Vice President andManaging Director, Deutsche Bank ‹ Chair ‹

Michael P. Connors 63 2011 Chairman and Chief Executive Officer,Information Services Group, Inc.

‹ ‹ Chair

John A. Edwardson 69 2014 Retired Chairman and Chief ExecutiveOfficer, CDW Corporation ‹

Kimberly A. Ross 53 2014 Former Chief Financial Officer,Baker Hughes ‹

Robert W. Scully 69 2014 Retired Co-President, Morgan Stanley ‹ Chair

Eugene B. Shanks, Jr. 72 2011 Retired President,Bankers Trust Company ‹

Theodore E. Shasta 68 2010 Retired Partner,Wellington Management Company ‹

David H. Sidwell 66 2014 Retired Chief Financial Officer,Morgan Stanley ‹

Olivier Steimer 63 2008 Former Chairman, Banque CantonaleVaudoise

‹ Chair


Proxy Summary

Governance Highlights• Majority-vote requirement for

Board nominees

• Board of Directors independence

– Independent Board per NYSEstandards (93.33% of currentdirectors)

– Independent Lead Director– All independent directors on Audit,

Compensation, Nominating &Governance, and Risk & FinanceCommittees

• Tenure diversity—10.67-year averageBoard tenure (7 out of 15 currentdirectors (46.67%) have served onthe Board for 5 years or less)

• Shareholder ability to callspecial meeting

• Annual shareholder election ofChairman and CompensationCommittee. The Board may notappoint directors to fill vacancies

• Shareholders have significant votingapproval power over director andexecutive compensation mattersthrough Swiss incorporation,corporate governance and executivecompensation rules

• Two votes on executivecompensation: U.S. SEC say-on-payvote provides additionalaccountability on the Board’s use ofmaximum amount of ExecutiveManagement compensationpre-approved by shareholders viaSwiss say-on-pay vote

• Dedication to responsible citizenshipthrough philanthropic,environmental and social initiatives

• Nominating & GovernanceCommittee oversight ofenvironmental, social andgovernance (ESG) matters

• Commitment to productive andcollaborative shareholder outreach

• Audit Committee oversight of cyber-security matters

• Board-adopted Code of Conductapplicable to all directors, officersand employees, which sets basicprinciples to guide their day-to-dayactivities. The Code of Conductaddresses, among other things,conflicts of interest, corporateopportunities, confidentiality, fairdealing, protection and proper use ofCompany assets, compliance withlaws and regulations (includinginsider trading laws) and reportingillegal or unethical behavior

Compensation Highlights

Executive Summary

In 2018 our management team delivered strong financial performance on both an absolute basis and relative to our peers. Ourfinancial results were influenced, although to a lesser extent than in 2017, by severe natural catastrophes that affected the globalP&C insurance industry, including multiple large wildfires in California, hurricanes in the U.S. and Caribbean, typhoons in Asia,windstorms in Australia and other severe weather events around the world. Nevertheless, through disciplined underwriting,risk selection and enterprise-wide risk management, the Company generated strong financial results while providing industry-leading claims service to our policyholders and supporting them in their time of need. Management also remained focused onthe future and continued to position Chubb for long-term growth and shareholder value creation through its execution ofestablished and opportunistic strategic objectives.

In consideration of these accomplishments, the Board approved an increase to variable compensation (and thus totalcompensation) for our named executive officers (NEOs) compared to prior year. The Board increased our CEO’s annual cashbonus by 11 percent, but the amount remained 8 percent less than 2016 due to the impact of natural catastrophes on our 2018financial results. Additionally, our CEO’s long-term incentive equity awards, which had been flat since 2014, increased modestlycompared to prior year.

The Board’s compensation decisions and recommendations for 2018 reflect the Company’s philosophy to closely linkcompensation to performance, ensuring that our leadership team remains highly motivated, and strongly aligning remunerationoutcomes with the creation of shareholder value. The success of this philosophy is demonstrated not only in this year’s solidresults that as a whole improved upon 2017, but in consistent year-over-year strong financial results and operational excellence,as well as long-term stock price performance. Over the past 15 years, under Evan Greenberg’s leadership, the Company has hadoutstanding growth in tangible book value per share, an industry-leading combined ratio and strong Total Shareholder Return(TSR) as measured against our peers.


Proxy Summary

Our CEO Compensation Process

Our CEO, Evan Greenberg, has led the Company to extraordinary success over his tenure. That success continued in 2018 withoutstanding financial and strategic results. His compensation reflects that success but takes into consideration the significantnatural catastrophes that marked 2018 and their impact on financial performance.

Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- andlow-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, asreflected in the following summary for 2018:

Based on our absolute and relative performance, strategic accomplishments, and long-term strategy execution,the Committee set a final CEO compensation value including base salary, annual cash incentive and long-termequity incentive awards.

1. Set CEO Compensation Range

Determine total compensation parameters under various performance scenarios:

2. Set CEO Goals

3. Evaluate Performance vs. Goals

4. Set Final CEO Compensation

PerformanceShares

Restricted StockStock Options

Cash AnnualIncentive

Base Salary

PerformanceShares



Base Salary

2017: $18.7 Million 6.0%

Top of Range • Scorecard results exceed expectations Strategic assessment of short-term and long-term TSR performance

• Scorecard results meet expectations

Low in Range • Scorecard results below expectations

Financial, Operational & Strategic Scorecard

Operational &Strategic Goals (25%)

• Execution of growth initiatives

• Development of ESG profile

• Underwriting portfolio management actions

• Establish new distribution partnerships

• Digital technology and data analytics capability

• Talent retention, development and diversity

Shareholder Value

Total Shareholder

• 1-year TSR performance


Financial Results (75%)

• Tangible Book Value Per Share Growth

• Core Operating Return

• Core Operating Income

• P&C Combined Ratio

on Equity

In the first quarter of 2018, the Committee approved financial, operational and strategic goals.

On average across our key financial metrics, our performance versus peers was at the 66th percentile.Despite the natural catastrophes in 2018, our results included an industry-leading P&C combined ratio andtangible book value per share growth that were each at the 100th percentile, exceeding each member ofour peer group. We also had strong core operating income growth and a solid core operating ROE, whichwere at the 30th and 35th percentiles, respectively. Our key metrics, except for tangible book value per sharegrowth, improved significantly from prior year but each of our metrics did not exceed plan due to 2018natural catastrophes. One-year TSR was at the 75th percentile and three-year annualized TSR exceeded thepeer group median, but both were below prior year. We also met or exceeded our non-financial operatingand strategic goals to further position us as an industry leader and for long-term growth and shareholdervalue creation.

In the first quarter of 2019 the Committee reviewed actual results on an absolute basis and relative to ourFinancial Performance Peer Group, as well as underlying core performance including and excludingcatastrophe losses and our performance against non-financial operating and strategic goals.

2018: $19.8 Million


Proxy Summary

Pay-for-Performance Framework

Each named executive officer (NEO) has an annual cash incentive and long-term incentive opportunity.

Annual Cash Incentive Long-Term/Equity Incentive

CEO 0–5X base salary 0–9X base salary

Other NEOs 0–3X base salary 0–5X base salary

To achieve the top of the ranges described above, relative Company performance should fall in the upper quartile of theFinancial Performance Peer Group and absolute performance should exceed plan and prior year. The above ranges may beexceeded in the judgment of the Compensation Committee if relative Company performance substantially exceeds the FinancialPerformance Peer Group and absolute performance substantially exceeds plan and prior year.

Why Vote “For” Say-on-Pay?

In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight thefollowing key factors:

Strong financial performance both in absolute terms and relative to our peers in the second consecutive year ofsevere catastrophe losses affecting the global P&C insurance industry, including:

• Net income of $4.0 billion ($8.49 pershare), up from $3.9 billion ($8.19 pershare) in 2017, or 2.6%. Coreoperating income was $4.4 billion($9.44 per share), up from $3.8 billion($8.03 per share) in 2017, or 16.5%.2018 after-tax catastrophe losses were$1.35 billion ($2.90 per share impact)

• Industry-leading P&C combined ratioof 90.6% in 2018 compared to 94.7%in 2017, a 4.1 point improvement

• Book value per share decreased 0.7%and tangible book value per shareincreased 0.03%, each impactedunfavorably by the mark-to-marketeffect of rising interest rates on ourinvestment portfolio and foreignexchange. Excluding themark-to-market impact, book valueand tangible book value per shareincreased 2.7% and 5.8%, respectively

• Return on equity (ROE) was 7.8% ineach of 2018 and 2017; core operating

ROE was 8.7% in 2018 and 7.8% in2017, an increase of 11.5%

• One-year and three-year annualizedTSR, which include stock priceappreciation plus reinvesteddividends, were down 9.6% and up5.6%, respectively, and were eachaffected by periods in 2018 of stockmarket volatility; cumulative three-year TSR was 17.8%

Successfully executed on significant strategic and operational goals and initiatives, including:

• Established new distributionpartnerships to expand globalpresence and growth potential,including a long-term bancassurancearrangement with Citibanamex inMexico and a strategic distributionpartnership with Grab, a leadingon-demand transportation andfintech platform in Southeast Asia

• Executed on our global middlemarket and small commercialstrategy to reach new customers andgrow our business andgeographic footprint

• Completed Chubb Corp. merger-related underwriting actions to shedbusiness not meeting our riskappetite or standards

• Continued to drive for rate andprofitability in our portfolio byproduct and customer segment whilemaintaining excellence inunderwriting and servicingcustomers and distribution partners(with commercial and personal linescustomer retention rates at or aboveall-time highs)

• Developed digital distribution, dataanalytics and technologicalcapabilities in line with our multi-year strategy to position Chubb as anenterprise built for the digital age

• Improved our gender balance andmulti-cultural representation in keyleadership roles and continued toenhance our culture of diversity andinclusion

• Developed our ESG profile andincreased disclosure of ourresponsible citizenship initiatives (see“Citizenship at Chubb” on page 46for details)


Proxy Summary

How Our Compensation Program Works

What We Reward

• Superior operating and financialperformance, as measured againstour peers, prior year performanceand Board-approved plan

• Achievement of strategic goals

• Superior underwriting and riskmanagement in all ourbusiness activities

How We Link Pay to Performance

• Core link: Performance measuredacross 4 key metrics, againstpeers, prior year performance andBoard-approved plan—Tangible book value per

share growth—Core operating return on equity—Core operating income—P&C combined ratio

• TSR modifier

• Consideration of strategicachievements, including executionof key non-financial objectives

How We Paid

CEO total pay

• $19.8 million, up 6% vs. 2017

• Flat vs. 2016

Other NEO total pay

• Up 9% on average vs. 2017


• Includes two special recognitionperformance share award grants($750,000 in the aggregate) thatwill not be taken into account infuture compensation decisions

Compensation Profile

Approximately 93 percent of our CEO’s and 85 percent of our other NEOs’ total direct compensation is variable or “at-risk.”

CEO Total Direct Compensation

Performance Shares 56%

Stock Options 25%

Restricted Stock 19%

Long-Term Incentive/Equity 62%

Short-Term Incentive/Cash 31%

At-Risk Pay 93%

Base Salary 7%

Other NEOs Total Direct Compensation


Stock Options 23%




At-Risk Pay 85%

Base Salary 15%


Proxy Summary

How We Use Peer Groups

We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insuranceindustry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our compensation withcompanies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes(Compensation Benchmarking Peer Group).

Financial PerformancePeer Group*

Compensation BenchmarkingPeer Group

• American International Group, Inc.

• CNA Financial Corporation

• The Hartford Financial ServicesGroup, Inc.

• The Travelers Companies, Inc.

• Zurich Financial Services Group

• The Allstate Corporation

• American Express Company


• Aon plc

• Bank of America Corporation

• The Bank of New York Mellon

• BlackRock, Inc.

• Cigna Corp.

• Citigroup Inc.

• The Goldman Sachs Group, Inc.

• Marsh & McLennan Companies, Inc.

• MetLife, Inc.

• Morgan Stanley

• Prudential Financial, Inc.


*XL Group plc was removed from the peer group due to its 2018 acquisition by AXA S.A. The Allstate Corporation has been added to this peergroup for 2019. Allstate was not included in this peer group for 2018 and was not taken into account for purposes of evaluating Chubb’s 2018relative performance against the Financial Performance Peer Group. For further information, see “How We Use Peer Group Data inDetermining Compensation” in the Compensation Discussion & Analysis section of this proxy statement.


Proxy Summary

Long-Term Performance Highlights

Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industrypeers. The following charts reflect our performance across key financial and operating measures starting in 2004 when EvanGreenberg became CEO of the Company.

Core Operating Income Core Operating ROE2004-2018 Core Operating Income against Financial Performance PeerGroup average (indexed to Chubb 2004 core operating income)*

2004-2018 Core Operating ROE against Financial Performance PeerGroup average

$6B

$3B

$0B

$-3B

$-6B2004 2008 2013 2018

20%

10%

0%

-10%

-20%2004 2008 2013 2018

* Chubb core operating income grew from $1 billion in 2004 to $4.4 billion in 2018 (341%).Average peer generated only $609 million of core operating income in 2018 for every$1 billion of core operating income in 2004 (-39%). Zurich Financial Services Group ispresented with net income because it does not use core operating income as afinancial measure.

Total Shareholder Return P&C Combined Ratio2004-2018 TSR against Financial Performance Peer Group average* 2004-2018 P&C Combined Ratio against Financial Performance Peer

Group average

$200

$150

$100

$50

$02004 2008 2013 2018

120%

110%

100%

90%

80%2004 2008 2013 2018

* An investment in one Chubb share on January 1, 2004 ($41.15) was worth $178.35 atDecember 31, 2018 (including dividend reinvestment), versus $88.47 for the same amountinvested in the average share of our peers.

Chubb Peer Average

Source: SNL and company disclosures

Book Value per Share & Tangible Book Value per Share

2004-2018 BVPS and TBVPS

Book Value per Share

Tangible Book Value per Share

BVPS CAGR: 9.1% / TBVPS CAGR: 7.9%

$68.17

$54.25

$48.66

$40.05

$41.83

$33.13

$34.64

$26.02

$32.50

$22.70

$43.02

$31.79

$58.10

$46.42

$72.22

$57.97

$80.90

$66.28

$84.83

$68.93

$90.02

$72.61

$89.77

$72.25

$103.60

$60.64

$110.32

$65.87

$109.56

$65.89

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018


Proxy Summary

2018 Performance: Key Metrics and Strategic Achievements

The Compensation Committee evaluates our performance across the following key metrics relative to our FinancialPerformance Peer Group, Board-approved plan and prior year performance.

Our relative performance averaged across the key metrics described below was at the 66th percentile of our FinancialPerformance Peer Group. Our results were impacted, although to a lesser extent than in 2017, by after-tax catastrophe losses of$1.35 billion ($2.90 per share). The Company continued to produce strong financial results in 2018, but as a result of thecatastrophes and other relevant factors described below, 2018 results did not exceed plan on our key metrics and did notexceed prior year on tangible book value per share growth and TSR.

Tangible bookvalue per sharegrowth

0.03% Relative performance was at the 100th percentile, exceeding each member ofour Financial Performance Peer Group. Absolute performance was below planand prior year primarily due to catastrophe losses and the mark-to-marketimpact of rising interest rates on our investment portfolio and foreignexchange. Excluding the mark-to-market impact, book value and tangible bookvalue per share increased 2.7% and 5.8%, respectively, for the year.

Core operatingreturn on equity

8.7% Relative performance was at the 35th percentile of our Financial PerformancePeer Group. Absolute performance was below plan due to the impact ofcatastrophe losses but increased from prior year by 11.5%.

Core operatingincome

$4.4B Relative performance was at the 30th percentile of our Financial PerformancePeer Group in large part due to the year-over-year volatility of core operatingincome growth of several of our peers. Absolute performance was below plandue to the impact of catastrophe losses but exceeded prior year by 16.5%.

P&C combinedratio

90.6% Relative performance was at the 100th percentile, exceeding each member ofour Financial Performance Peer Group. Absolute performance was below plandue to the impact of catastrophe losses but was better than prior year by4.1 points.

Total ShareholderReturn

-9.6% 1-year5.6% 3-year

Relative to our Financial Performance Peer Group, 1-year TSR was at the 75thpercentile and 3-year annualized TSR was at the 54th percentile. While absoluteperformance for each of 1-year and 3-year annualized TSR was below prior year,the cumulative 3-year TSR was 17.8% compared to a peer group average of 15.4%.

Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategicobjectives, including those related to pursuing new channels of distribution, executing on growth initiatives, furthering ourdigital and technological capability, and fulfilling our commitment to responsible citizenship. See “Why Vote ‘For’ Say-on-Pay?”on page 7 for additional information on these achievements.

2018 Compensation Decisions

Using our pay-for-performance framework and recognizing both 2018 results as measured by the key metrics, as well as theCompany’s strategic achievements, the Compensation Committee awarded to our CEO an annual cash bonus at 4.4X basesalary and granted long-term incentive equity awards at 8.8X base salary. Our other NEOs were awarded annual cashbonuses at 1.7X to 2.6X base salary and granted long-term incentive equity awards at 2.9X to 4.4X base salary.

The increase in the CEO’s annual cash bonus by 11% reflected the Company’s improved financial performance compared toprior year. The cash bonus remained 8% less than 2016 due to the impact that natural catastrophes had on our 2018financial results. The Board further determined to increase the CEO’s long-term incentive equity awards by 4%. In part, theBoard considered that these awards had been flat for the prior four years. The Board also considered the forward-lookingnature of such awards, consistent with the Company’s compensation practices of linking pay with the long-termperformance of the Company and aligning a significant portion of compensation with the creation of shareholder value. TheBoard also determined to grant special recognition performance share awards to two of our NEOs, as described on page 84.These awards will not be considered part of the NEOs’ annual run rate compensation in determining future compensation.


Proxy Summary

2018 Summary Compensation Table Information

The table below sets forth 2018 compensation for our NEOs as calculated in accordance with applicable SEC regulations.Additional detail, including the full Summary Compensation Table which includes 2017 and 2016 data and explanatoryfootnotes, can be found in the Executive Compensation section of this proxy statement.

Name and Principal Position Salary BonusStock

AwardsOption

Awards

Change in Pension Valueand Nonqualified Deferred

Compensation EarningsAll Other

Compensation Total

Evan G. Greenberg $1,400,000 $6,100,000 $8,849,881 $2,761,129 — $1,246,474 $20,357,484Chairman, President andChief Executive Officer

Philip V. Bancroft $818,000 $1,363,300 $1,687,511 $526,473 — $644,591 $5,039,875Chief Financial Officer

John W. Keogh $963,462 $2,505,000 $3,001,466 $936,436 — $452,934 $7,859,298Executive Vice Chairman andChief Operating Officer

Paul J. Krump $859,231 $1,743,000 $1,690,515 $527,410 $1,310,110 $73,054 $6,203,320President, North AmericaCommercial and Personal Insurance

John J. Lupica $854,615 $1,913,400 $2,297,704 $716,874 — $425,751 $6,208,344Vice Chairman;President, North America MajorAccounts and Specialty Insurance

Executive Compensation, Good Governance and Risk Management

Our executive compensation program and practices are consistent with our strong culture of good corporate governance andeffective enterprise risk management. Our compensation practices take into account risk management and, through significant“at-risk” pay and other means, broadly align total compensation with the medium- and long-term financial results ofthe Company.

The keyobjectives ofour executivecompensationprogram are to:

• Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance.

• Assure that executives do not take imprudent risks to achieve compensation goals.

• Provide, to the extent practicable, that executives are not rewarded with short-term compensationfor risk-taking actions that may not manifest in outcomes until after the compensation is paid.

Sound corporate governance through the institution or prohibition of certain policies and practices, as well as ourCompensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that thesekey objectives are fulfilled.

Our corporate governance helps us mitigate and manage risks we face as an organization by providing a framework that guideshow management runs the business and how our Board provides oversight. This is especially pertinent as it applies to ourexecutive compensation program, and our Compensation Committee has taken steps to ensure that our program aligns with ourcorporate values and culture by adopting policies that discourage excessive risk-taking, ensure a stake in long-term Companyperformance and hold executives accountable for individual and Company performance.


Proxy Summary

What We Do What We Don’t Do

• Substantial equity component to align pay with performance

• Performance share awards subject to 3-year cliff vesting and two operatingmetrics (tangible book value per share growth and P&C combined ratio)that drive long-term shareholder value (since 2017)

• Significant amount of at-risk pay (93% for CEO, 85% for other NEOs)

• Significant mandatory share ownership requirements (CEO 7X base salary;other NEOs 4X base salary)

• Independent compensation consultants at every CompensationCommittee meeting

• Double trigger change in control payout

• Detailed individual performance criteria

• Clawback of all incentive compensation (cash bonus and equity, vestedand unvested) in certain circumstances

• Peer groups reevaluated annually

• Employment agreements with non-competition and non-solicitation termsfor Executive Management

• Compensation Committee considers shareholder feedback in evaluatingcompensation program and disclosure

• No hedging of Chubb securities

• No repricing or exchange ofunderwater stock options

• No options backdating

• No special tax gross ups

• No new pledging of Chubb shares

• No excessive perquisites forexecutives

• No multi-year guaranteed bonuses

• No disproportionate supplementalpensions

• No annual pro-rata vesting ofperformance share awards orsecond chance “look back” vesting(since 2017)

In developing and maintaining a compensation program that appropriately rewards pay for performance and drivesshareholder value, our Compensation Committee periodically:

• Reviews the components of total compensation and the appropriate level of compensation that should be variable or “at-risk”(for additional information on the components of total compensation, see “Compensation Profile” on page 8).

• Analyzes our long-term equity awards so that vesting periods and terms are aligned with long-term shareholder interests.

• Re-evaluates the composition of our Compensation Benchmarking and Financial Performance Peer Groups.

Our Compensation Committee works closely with our independent compensation consultants to analyze market data, reviewpeer groups, evaluate trends in best practices and assist the Compensation Committee in determining the appropriate amountand forms of compensation paid to our executives.

The Compensation Committee may make changes to our compensation program based on its independent judgment, includingupon the consideration of best practices and shareholder feedback.


Agenda Item 1Approval of the Management Report, Standalone FinancialStatements and Consolidated Financial Statements of Chubb Limitedfor the year ended December 31, 2018

Agenda ItemOur Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statementsand consolidated financial statements for the year ended December 31, 2018.

ExplanationUnder Swiss law, our management report, standalonefinancial statements and consolidated financial statementsmust be submitted to shareholders for approval ordisapproval at each annual general meeting.

These items are all included in the Chubb Limited AnnualReport for the fiscal year ended December 31, 2018 (theAnnual Report), which is part of the proxy materials weprovide. Specifically, the Annual Report contains:

• the standalone Swiss statutory financial statements ofChubb Limited (which do not consolidate the results ofoperations for Chubb Limited’s subsidiaries);

• the standalone Swiss statutory compensation report ofChubb Limited, which we call the Swiss CompensationReport;

• Chubb Limited’s consolidated financial statements for theyear ended December 31, 2018;

• the reports of our statutory auditor and our independentregistered public accounting firm; and

• information on the Company’s business, organization andstrategy (which forms the management report as definedunder Swiss law).

Copies of our 2018 Annual Report and this proxy statement willbe available to all shareholders entitled to vote at the May 16,2019 annual general meeting of shareholders, which we referto as the Annual General Meeting, on the Internet at http://www.edocumentview.com/CB on or about April 4, 2019.

The Company’s statutory auditor, PricewaterhouseCoopersAG, Zurich, Switzerland, has issued an unqualifiedrecommendation to the Annual General Meeting that Chubb

Limited’s statutory financial statements be approved.PricewaterhouseCoopers AG has expressed its opinion thatthe financial statements for the year ended December 31,2018 comply with Swiss law and the Company’s Articles ofAssociation. They also confirmed that the proposedappropriation of available earnings complies with Swiss lawand the Company’s Articles of Association, and has reportedon other legal requirements.

PricewaterhouseCoopers AG has also issued an unqualifiedrecommendation that the Company’s consolidated financialstatements be approved. PricewaterhouseCoopers AG hasexpressed its opinion that the consolidated financialstatements present fairly, in all material respects, thefinancial position of Chubb Limited, the results of operationsand the cash flows in accordance with accounting principlesgenerally accepted in the United States of America (U.S.GAAP) and comply with Swiss law and has reported on otherlegal requirements.

Representatives of PricewaterhouseCoopers AG, Zurich,Switzerland, will attend the Annual General Meeting and willhave an opportunity to make a statement if they wish. Theywill also be available to answer questions at the meeting.

What Happens If Shareholders Do NotApprove This Proposal?

If shareholders do not approve this proposal, thenshareholders would be precluded from approving theallocation of disposable profit and distribution of a dividendas set out in Agenda Items 2.1 and 2.2.

Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board of Directors recommends a vote “FOR” approval of the Company’s managementreport, standalone financial statements and consolidated financial statements for the yearended December 31, 2018.


Agenda Item 2Allocation of Disposable Profit and Distribution of a Dividend out ofLegal Reserves (by Way of Release and Allocation to a Dividend Reserve)

2.1 Allocation of disposable profit

Agenda Item

Our Board of Directors is asking shareholders to approvethat the Company’s disposable profit (including the profit forthe year and the other items as shown below and on ChubbLimited’s standalone financial statements) be carriedforward. The following table shows the appropriation ofavailable earnings as proposed by the Board of Directors forthe year ended December 31, 2018:

(in millions ofSwiss francs)

Balance brought forward 9,344

Profit for the year 280

Attribution to reserve for treasury shares (665)

Balance carried forward 8,959

Explanation

Under Swiss law, the allocation of the Company’s profit orloss must be submitted to shareholders for approval ordisapproval at each annual general meeting.

Our Board of Directors continues to believe that it is in thebest interests of the Company and its shareholders to retainour earnings for future investment in the growth of ourbusiness, for share repurchases, for the possible acquisitionof other companies or lines of business, and for dividendsout of legal reserves as described in this proxy statement.

Accordingly, the Board is proposing that all retainedearnings at the disposal of the Annual General Meeting becarried forward. The Board is also proposing a dividend toshareholders under Agenda Item 2.2.


If the shareholders do not approve this proposal, then theBoard will consider the reasons the shareholders did notapprove the proposal, if known, and will call anextraordinary general meeting of shareholders forreconsideration of the proposal or a revised proposal.

Voting Requirement to ApproveAgenda Item

The affirmative “FOR” vote of the majority of the votes cast(in person or by proxy) at the Annual General Meeting, notcounting abstentions, broker non-votes or blank or invalidballots, is required to approve this agenda item.

Our Board of Directors recommends avote “FOR” approval of the appropriationof retained earnings without distributionof a dividend at the time of the AnnualGeneral Meeting.


Agenda Item 2

2.2. Distribution of a dividend out of legal reserves (by way of release andallocation to a dividend reserve)

Explanation

Our Board of Directors is requesting shareholder approvalfor an annual dividend of up to USD $3.00 per share, to bepaid in installments as determined by the Board of Directorsfrom a separate dividend reserve account. The separatedividend account would be in CHF in accordance with ourSwiss statutory financial statements and Swiss law and is thesame method approved at our annual general meeting lastyear. This reserve account would be larger, based on currentexchange rates, than the maximum dividend amount weintend to pay out, in order to permit payment of the entireUSD $3.00 per share even in the event of dramatic andmaterial currency fluctuations. Amounts remaining in thedividend reserve account following dividend paymentswould be returned to the capital contributions reserve as ofthe date of the 2020 annual general meeting.

Dividend Reserve

Under this proposed process for a dividend, shareholders fixan aggregate CHF amount to be allocated from our capitalcontributions reserves to a special reserve account, wherethe amount will be available for the payment of dividends.

Our Board of Directors has proposed that the maximumamount legally available to pay an annual dividend beCHF 2.1 billion. The maximum amount proposed to be legallyavailable is modestly higher than the CHF 2.05 billionrequested and approved at last year’s annual generalmeeting in order to reflect an annual dividend increase ofUSD $0.08 per Chubb Limited Common Share, par valueCHF 24.15 per share, which we refer to as a Common Share.

If approved by shareholders, the maximum amount legallyavailable to pay a dividend will be released from the capitalcontributions reserves account, a sub-account of legalreserves, and be segregated to a dividend reserve account.We refer to this amount in the dividend reserve account asthe Dividend Reserve. While dividend payments wouldreduce the Dividend Reserve on our Swiss balance sheet, thepayments are not required to be sourced fromCHF-denominated assets; in fact, we typically sourcedividend payments from assets already denominated in USDor equivalent, thereby avoiding currency exchange expense.

Annual Dividend and Board Discretion

Under this proposed process for a dividend, the Board ofDirectors will be authorized to use the Dividend Reserve todistribute a dividend to shareholders in installments up to amaximum of USD $3.00 per share, which we refer to as theAnnual Dividend. The Board will determine the record andpayment dates at which the Annual Dividend may be paid(or, if circumstances warrant, refrain from paying it) in oneor more installments, until the date of the 2020 annual

general meeting. After that, any balance remaining in theDividend Reserve will be automatically reallocated to thecapital contribution reserves account of legal reserves.

The Board currently expects to pay the full USD $3.00 pershare of the Annual Dividend in four equal quarterlyinstallments of USD $0.75 each.

The total amount of dividends paid is limited to the amountof the Dividend Reserve expressed in Swiss Francs, which isrequired under Swiss law. The amount of the DividendReserve as proposed is high enough to permit payment ofthe full USD $3.00 per share Annual Dividend even if thereare dramatic and material currency fluctuations between theSwiss Franc and the U.S. dollar or the Company issues newshares. Should, however, these fluctuations or new shareissuances result in payouts of the Annual Dividend thatexceed the Dividend Reserve, the Annual Dividend’sinstallments would have to be capped accordingly. In theunlikely event that the Annual Dividend must be cut back inthis way, our Board would propose payment of the unpaidamount in the dividend proposal at the next annual generalmeeting or call an extraordinary general meeting forthat purpose.

Agenda Item

Our Board of Directors proposes:

(a) that an aggregate amount equal to CHF 2,100,000,000be released from the capital contribution reservesaccount, a sub-account of legal reserves, and allocatedto a segregated dividend reserve account from capitalcontribution reserves (Dividend Reserve), and

(b) to distribute a dividend to the shareholders up to anaggregate amount totaling USD $3.00 per CommonShare from, and limited at a maximum to the amount of,the Dividend Reserve in one or more installments, insuch amounts and on such record and payment dates asdetermined by the Board in its discretion.

If the Board of Directors deems it advisable for the Company,the Board of Directors shall be authorized to abstain (inwhole or in part) from distributing a dividend in itsdiscretion. The authorization of the Board of Directors todistribute the installments from the Dividend Reserve willexpire on the date of the 2020 annual general meeting, onwhich date any balance remaining in the Dividend Reservewill be automatically reallocated to the capital contributionreserves account of legal reserves.


Agenda Item 2


If the shareholders do not approve this proposal, then theBoard will consider the reasons the shareholders did notapprove the proposal, if known, and will call anextraordinary general meeting of shareholders forreconsideration of the proposal or a revised proposal.



Our Board of Directors recommends avote “FOR” the payment of dividendsfrom legal reserves as described above.


Agenda Item 3Discharge of the Board of Directors

Agenda ItemOur Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended December 31, 2018.

ExplanationAs is customary for Swiss corporations and in accordance with Article 698, para. 2, no. 5 of the Swiss Code of Obligations as wellas Article 9, no. 4 of our Articles of Association, shareholders are requested to discharge the members of the Board of Directorsfrom liability for their activities during the year ended December 31, 2018. This discharge is not for liability relating to facts thathave not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound bythe result for a period ending six months after the vote.

Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes, blank or invalid ballots or the votes of any member of or nominee to the Company’s Board ofDirectors, any executive officer of the Company or any votes represented by the Company, is required to approve thisagenda item.

Our Board of Directors recommends a vote “FOR” the agenda item to discharge the members ofthe Board of Directors from liability for activities during the year ended December 31, 2018.


Agenda Item 4Election of Auditors

4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor

Agenda Item

Our Board of Directors is asking shareholders to electPricewaterhouseCoopers AG (Zurich) as the Company’sstatutory auditor for the financial year endingDecember 31, 2019.

Explanation

Our shareholders must elect an audit firm supervised by theSwiss Federal Audit Oversight Authority as statutory auditor.The statutory auditor’s main task is to audit the standalonestatutory financial statements and consolidated financialstatements of Chubb Limited. Our Board of Directors hasrecommended that PricewaterhouseCoopers AG,Birchstrasse 160, CH-8050 Zurich, Switzerland (PwC AG), beelected as our statutory auditor for our consolidatedfinancial statements and standalone statutoryfinancial statements.

Representatives of PwC AG will attend the Annual GeneralMeeting and will have an opportunity to make a statement ifthey wish. They will also be available to answer questions atthe meeting.

For independent auditor fee information and information onour pre-approval policy of audit and non-audit services, seethe explanation of Agenda Item 4.2. Please see the AuditCommittee Report included in this proxy statement foradditional information about our statutory auditors.



Our Board of Directors recommends avote “FOR” the election ofPricewaterhouseCoopers AG (Zurich) asthe Company’s statutory auditor for theyear ending December 31, 2019.

4.2 Ratification of appointment of PricewaterhouseCoopers LLP (UnitedStates) as independent registered public accounting firm for purposes ofU.S. securities law reporting

Agenda Item

Our Board of Directors is asking shareholders to ratify theappointment of PricewaterhouseCoopers LLP (Philadelphia,Pennsylvania, United States) as the Company’s independentregistered public accounting firm for the year endingDecember 31, 2019.

Explanation

Our Board of Directors and the Audit Committee recommendthat our shareholders ratify the appointment ofPricewaterhouseCoopers LLP, Two Commerce Square, Suite1800, 2001 Market Street, Philadelphia, Pennsylvania, 19103,United States (PwC LLP), an affiliate of PwC AG, as ourindependent registered public accounting firm for purposes

of U.S. securities law reporting. The Audit Committeerecommends the appointment of our independent registeredpublic accounting firm to the Board for approval by ourshareholders annually.

Our Audit Committee evaluates the qualification,performance and independence of our independentregistered public accounting firm and periodically considersauditor rotation. In determining whether to reappoint theCompany’s independent registered public accounting firm,the Audit Committee takes into consideration a number offactors, including the length of time the firm has beenengaged, the quality of the Audit Committee’s ongoingdiscussions with the firm, the firm’s global capabilities anddepth of understanding of our businesses, and anassessment of the professional qualifications and past


Agenda Item 4

performance of the lead audit partner and their global auditteam. The Audit Committee also evaluates theappropriateness of fees for audit and non-audit services, andreviews and approves both the audit scope and estimatedfees for professional services for the coming year as well asthe related pre-approval policy described below.Additionally, the Audit Committee reviews and approves theintegrated annual joint audit plan prepared by PwC LLP andthe Company’s internal auditor.

The Audit Committee has recommended the ratification ofthe engagement of PwC LLP as the Company’s independentregistered public accounting firm for the year endingDecember 31, 2019. PwC LLP (or its predecessor Coopers &Lybrand LLP) has had a working association with theCompany, and has had the responsibility for examining theconsolidated financial statements of the Company and itssubsidiaries, since 1985.

Representatives of PwC LLP will attend the Annual GeneralMeeting and will have an opportunity to make a statement ifthey wish. They will also be available to answer questions atthe meeting.

Independent Auditor Fee Information

The following table presents fees for professional auditservices rendered by PwC AG, PwC LLP and their affiliates,which we collectively refer to as PwC, for the audit of ourannual consolidated financial statements for 2018 and 2017and fees for other services rendered by PwC for fiscal years2018 and 2017:

2018 2017

Audit fees1 $26,173,000 $29,137,000

Audit-related fees2 947,000 799,000

Tax fees3 2,103,000 2,723,000

All other fees4 1,190,000 1,087,000

Total $30,413,000 $33,746,000

The fees in the table above include “out-of-pocket” expensesincurred by PwC and billed to the Company in connectionwith these services of $1,210,000 for each of 2018 and 2017.

1 Audit fees for the years ended December 31, 2018 and 2017 were forprofessional services rendered in connection with: the integrated audits ofour consolidated financial statements and internal controls over financialreporting, the statutory and U.S. GAAP audits of various subsidiaries, andcomfort letters and consents issued in connection with registrationstatements which we filed with the SEC.

2 Audit-related fees for the years ended December 31, 2018 and 2017 were forconsultation on accounting and financial reporting matters ($873,000 for2018 and $651,000 in 2017), audits of employee benefit plans ($42,000 for2018 and $66,000 in 2017), internal control reviews at some of our non-U.S.entities ($32,000 for 2018 and $65,000 in 2017), and other audit-related fees($Nil for 2018 and $17,000 in 2017).

3 Tax fees for the years ended December 31, 2018 and 2017 were forprofessional services rendered in connection with tax planning ($471,000for 2018 and $381,000 in 2017), tax compliance ($617,000 for 2018 and$942,000 in 2017) and expatriate tax services ($1,015,000 for 2018 and$1,400,000 in 2017).

4 All other fees for the years ended December 31, 2018 and 2017 were forprofessional services and expenses rendered principally in connection withinsurance regulatory compliance services, primarily Solvency II in theEuropean Union ($856,000 for 2018 and $785,000 in 2017), industry marketresearch and survey services ($7,000 for 2018 and $173,000 in 2017),various compliance and other projects ($317,000 for 2018 and $102,000 in2017), and software licensure fees ($10,000 for 2018 and $27,000 in 2017).

Pre-Approval Policy of Audit and Non-Audit Services

The Audit Committee has adopted the following policies andprocedures for the pre-approval of all audit and permissiblenon-audit services provided by our independent registeredpublic accounting firm, PwC. The Audit Committeeconsiders, among other things, whether the provision ofspecific non-audit services is permissible under existing lawand whether it is consistent with maintaining theauditor’s independence.

Before engaging independent auditors for the next year’saudit, management will submit a list of services and relatedfees expected to be incurred during that year to the AuditCommittee for approval. The Audit Committee willpre-approve and ratify the budgeted amount of fees withineach of the categories and require management and theauditor to report actual fees versus the budget periodicallythroughout the year by category of service.

Either the Audit Committee Chair or the entire AuditCommittee must pre-approve the provision of any significantadditional audit fees in excess of the budgeted amount andany excess related to non-audit fees over the budgetedamount. If the Audit Committee Chair pre-approves suchamounts, it is reported to and considered for ratification bythe entire Audit Committee at its next meeting. All feesrelated to internal control work are pre-approved by theAudit Committee before such services are rendered. TheAudit Committee approved all of the 2018 fees describedabove pursuant to its pre-approval policies and procedures.

The Audit Committee also reviewed, at its December 2018meeting, the audit services and non-audited servicesbudgeted fees for the 2019 audit. The Audit Committee alsoreviewed all non-audit services provided in 2018 andconcluded that the provision of such services by PwC wascompatible with the maintenance of that firm’sindependence in the conduct of its audit functions.

Please see the Audit Committee Report included in thisproxy statement for additional information about PwC.


Agenda Item 4

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board of Directors recommends a vote “FOR” the ratification of the appointment ofPricewaterhouseCoopers LLP (United States) as our independent registered public accountingfirm for purposes of U.S. securities law reporting for the year ending December 31, 2019.

4.3 Election of BDO AG (Zurich) as special audit firm

Agenda Item

Our Board of Directors is asking shareholders to elect BDOAG, Schiffbaustrasse 2, CH-8005 Zurich, Switzerland as theCompany’s special audit firm until our next annualgeneral meeting.

Explanation

Under Swiss law, special reports by an audit firm supervisedby the Swiss Federal Audit Oversight Authority are requiredin connection with certain corporate transactions, includingcertain types of increases in share capital. We have beeninformed that, because of the auditor independencerequirements under U.S. federal securities laws, PwC AGcannot act as our special audit firm with respect to certaintypes of capital increases.

Voting Requirement to Approve AgendaItem


Our Board of Directors recommends avote “FOR” the election of BDO AG(Zurich) as the Company’s special auditfirm until our next annual generalmeeting.


Agenda Item 5Election of the Board of Directors

Agenda ItemOur Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board ofDirectors until our next annual general meeting.

ExplanationUnder Swiss law and our Articles of Association, our shareholders elect all of our directors annually. Our Board may not appointdirectors to fill vacancies.

Our Articles of Association state that the Board of Directors must consist of three to 20 members, the exact number to bedetermined by shareholders.

For more information about our Board of Directors, please see the “Corporate Governance” section of this proxy statement.

Our Director Nominating Process Board Composition Criteria

The Nominating & Governance Committeeregularly reviews the current compositionof the Board, including diversity, tenure,skills and qualifications. Based on theirassessment, the Committee recommendsdirector nominees to the Board.

Our Nominating & Governance Committee considers a variety of skills,qualifications and experiences in evaluating collective Board composition andassessing individual directors and director nominees, some of which arenoted below.

Consideration of specific skills, qualifications and experiences of our directorsdoes not diminish the significance of more general important factors such asprofessional reputation, diversity and collegiality. Directors must demonstrate thehighest personal and professional integrity and commitment to ethical and moralconduct, and must respect and reflect Chubb values and culture. Directors shouldalso be able and prepared to provide wise and thoughtful counsel to topmanagement on strategy and the full range of potential issues facing the Company.They should represent all shareholders and not any special interest group orconstituency. They also must have the time necessary to fully meet their duty ofcare to the shareholders and be willing to commit to service over the long term, ifcalled upon.

Skills, Qualifications and Experiences Criteria

• Corporate Strategy

• CEO Experience or Similar

• Digital/Technology/IT

• Financial Literacy/Accounting

• Financial Services Industry

• Governance/Compliance (includingESG matters)

• Government/Regulatory/Public Policy

• Insurance and Reinsurance Industry

• International Business

• M&A/Business Development

The above is not an exhaustive list. Our Nominating & Governance Committeemay consider these criteria and other additional criteria from time to time, andmay adjust the importance of certain criteria based on factors including currentBoard composition and evolving business, governance, regulatory and otherconsiderations.


Agenda Item 5

Our Director NomineesOur Board of Directors has nominated a slate of 14 director nominees, each of whom is a currently serving as a director, forelection to the Board of Directors. All directors will serve a one-year term from the 2019 Annual General Meeting until our nextannual general meeting. There will be a separate vote on each nominee.

The current directors who are standing for re-election are Evan G. Greenberg, Robert M. Hernandez, Michael G. Atieh, Sheila P.Burke, James I. Cash, Mary Cirillo, Michael P. Connors, John A. Edwardson, Kimberly A. Ross, Robert W. Scully, Eugene B.Shanks, Jr., Theodore E. Shasta, David H. Sidwell and Olivier Steimer. One of our current directors, James M. Zimmerman, isretiring from our Board of Directors at the expiration of his term as of the Annual General Meeting and is not standing forre-election. We thank Mr. Zimmerman for his exemplary service on our Board of Directors and, as one of the former ChubbCorp. directors who joined our Board at the closing of the Chubb Corp. acquisition, the pivotal role he played in overseeing theintegration of the combined company and positioning Chubb for long-term growth and shareholder value creation.

Our Nominating & Governance Committee regularly considers Board size, tenure and refreshment, and whether the Board hasthe right mix of skills, qualifications and experiences. With Mr. Zimmerman’s retirement, our Board has proposed 14 nomineesfor election. This equals the number of directors prior to our acquisition of Chubb Corp. in January 2016. (At that time fourChubb Corp. directors joined our Board.) Our Nominating & Governance Committee will continue to assess Board compositionand refreshment; however, we believe 14 directors is the appropriate size for the Board at this time.

Biographical information for each of the nominees is included below.

Evan G. Greenberg

Chairman, President andChief Executive Officer,Chubb Limited

Age: 64

Years of Service: 17

Committee Memberships:Executive (Chairman)

Evan G. Greenberg was elected as our Chairman of the Board in May 2007. Weappointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 andas our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenbergwas appointed to the position of Chief Executive Officer of ACE Overseas General.Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief ExecutiveOfficer of ACE Tempest Re in November 2001. Prior to joining the Company,Mr. Greenberg was most recently President and Chief Operating Officer of AmericanInternational Group, which we refer to as AIG, from 1997 until 2000. From 1975 until1997, Mr. Greenberg held a variety of senior management positions at AIG, includingPresident and Chief Executive Officer of AIU, AIG’s foreign general insuranceorganization. Mr. Greenberg was during the past five years a member of the Board ofDirectors of The Coca-Cola Company, where he was Chairman of the Audit Committeeand a member of the Finance Committee.

Skills and Qualifications:Mr. Greenberg has a long and distinguished record of leadership and achievement in theinsurance industry. He has been our Chief Executive Officer since 2004 and has served insenior management positions in the industry for over 40 years. Mr. Greenberg’s record ofmanaging large and complex insurance operations and the skills he developed in his variousroles suit him for his role as a Director of the Company and Chairman of the Board, in additionto his President and Chief Executive Officer positions.

Robert M. Hernandez

Retired Vice Chairman andChief Financial Officer,USX CorporationIndependent Lead DirectorAge: 74Years of Service: 34Committee Memberships:Compensation,Nominating & Governance,Executive

Robert M. Hernandez is currently our independent Lead Director. Mr. Hernandez servedas Vice Chairman, Director and Chief Financial Officer of USX Corporation (energy andsteel) from December 1994 to December 2001, as Executive Vice President—Accounting & Finance and Chief Financial Officer of USX from November 1991 toNovember 1994 and as Senior Vice President—Finance & Treasurer from October 1990 toOctober 1991. Mr. Hernandez was President and Chief Operating Officer of the USDiversified Group of USX from May 1989 until October 1990. Mr. Hernandez is a trusteeof certain BlackRock Open End Mutual Funds. He is the Lead Director of EastmanChemical Company, a former director of TE Connectivity, Ltd. and the former Chairmanof the Board of RTI International Metals, Inc.

Skills and Qualifications:Mr. Hernandez brings a diverse financial and business management background to the Boardand its committees. The range of his senior finance and executive positions with USX isvaluable to the Board, given his deep and long-tenured involvement with all aspects ofmanaging and leading a large-cap company. His extensive experience as a director providesadditional perspective and qualifications for his Lead Director role with Chubb.


Agenda Item 5

Michael G. Atieh

Retired Chief Financial andBusiness Officer,Ophthotech Corporation

Age: 65


Committee Memberships:Risk & Finance

Michael G. Atieh served as Executive Vice President and Chief Financial and BusinessOfficer of Ophthotech Corporation (a biopharmaceutical company) from September 2014until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atiehwas Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company.He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticalsfrom June 2005 until December 2008. Mr. Atieh is currently a member of the Board ofDirectors and Chairman of the Audit Committee of electroCore, Inc. He served as amember of the Board of Directors of Theravance Biopharma, Inc. from June 2014 toApril 2015, and as a member of the Board of Directors and Chairman of the AuditCommittee for OSI Pharmaceuticals from June 2003 to May 2005. Previously, Mr. Atiehserved at Dendrite International, Inc. as Group President from January 2002 to February2004 and as Senior Vice President and Chief Financial Officer from October 2000 toDecember 2001. He also served as Vice President of U.S. Human Health, a division ofMerck & Co., Inc., from January 1999 to September 2000, as Senior Vice President—Merck-Medco Managed Care, L.L.C., an indirect wholly-owned subsidiary of Merck, fromApril 1994 to December 1998, as Vice President—Public Affairs of Merck from January1994 to April 1994 and as Treasurer of Merck from April 1990 to December 1993.

Skills and Qualifications:Mr. Atieh brings a wealth of diverse business experience to the Board which he gained as asenior executive in a Fortune 50 company, large and small biotechnology companies andtechnology and pharmaceutical service companies. His experience in finance includes servingas a chief financial officer, developing and executing financing strategies for large acquisitions,and subsequently leading the integration efforts of newly acquired companies. He was anaudit manager at Ernst & Young and has served as chair of the audit committee of Chubb andother public companies. Mr. Atieh also has deep knowledge of sales and operations gainedfrom over a decade of experience in these disciplines, with extensive customer-facingresponsibilities that also contribute to his value as a director.

Sheila P. Burke

Faculty Research Fellow, John F.Kennedy School of Government,Harvard University

Age: 68

Years of Service: 4


Sheila Burke is a Faculty Research Fellow at the Malcolm Wiener Center for SocialPolicy, and has been a Member of Faculty at the John F. Kennedy School of Government,Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker,Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke wasa member of the board of directors of Chubb Corp. and served as chair of its CorporateGovernance & Nominating Committee and as a member of the Chubb Corp. board’sExecutive Committee and Organization & Compensation Committee at the time of themerger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretaryand Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously wasUnder Secretary for American Museums and National Programs, SmithsonianInstitution, from June 2000 to December 2003. She was Executive Dean and Lecturer inPublic Policy of the John F. Kennedy School of Government, Harvard University, fromNovember 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leaderof the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of theboard of directors of WellPoint, Inc. (now Anthem Inc.).

Skills and Qualifications:Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, inboth public service and private practice, as well as significant experience in outside boardservice to our Board of Directors. In addition, Ms. Burke’s familiarity with Chubb Corp. as aresult of her years of service on the Chubb Corp. board is valuable to the oversight of thecombined company.


Agenda Item 5

James I. Cash

Emeritus Professor ofBusiness Administration,Harvard University

Age: 71

Years of Service: 4

Committee Memberships:Audit

James I. Cash is the emeritus James E. Robison Professor of Business Administration,Harvard University, and was a member of the Harvard Business School faculty from July1976 to October 2003. During the past five years he served as a director of Walmart andGeneral Electric. Mr. Cash currently owns a private company, The Cash Catalyst, LLC, andserves as a special advisor or director of several private companies. From 1996 to 2016,Dr. Cash was a member of the board of directors of Chubb Corp. and served as a memberof its Corporate Governance & Nominating Committee and Organization & CompensationCommittee at the time of the merger with the Company.

Skills and Qualifications:Dr. Cash brings an extensive knowledge of information technology, including cyber security,strategic planning and international business operations, and has significant outside boardservice and business experience. In addition, Dr. Cash’s familiarity with Chubb Corp. as a resultof his years of service on the Chubb Corp. board is valuable to the oversight of thecombined company.

Mary Cirillo

Retired Executive Vice Presidentand Managing Director,Deutsche Bank

Age: 71


Committee Memberships:Nominating & Governance (Chair),Compensation, Executive

Mary Cirillo is a retired banking executive and former advisor to Hudson Venture PartnersL.P. (venture capital). She served as Chairman of OPCENTER, LLC (help desk and networkoperations services) from 2000 to 2004. She was Chief Executive Officer of GlobalInstitutional Services of Deutsche Bank from July 1999 until February 2000. Previously,she served as Executive Vice President and Managing Director of Bankers Trust Company(which was acquired by Deutsche Bank), which she joined in 1997. From 1977 to 1997, shewas with Citibank, N.A., most recently serving as Senior Vice President. Within the pastfive years Ms. Cirillo served as a director of Thomson Reuters Corporation and as adirector of DealerTrack Technologies.

Skills and Qualifications:Ms. Cirillo has spent a career in software product development, business management intransaction service businesses and in commercial banking. She has developed and led globalbusinesses and served as chief executive officer for various subsidiaries at two major financialinstitutions. She has also led major turnaround efforts in global financial institutions. Ms. Cirilloalso has experience in private equity. This business experience allows Ms. Cirillo to bringfinancial services and technology leadership skills to the Board.


Agenda Item 5

Michael P. Connors

Chairman andChief Executive Officer,Information Services Group, Inc.

Age: 63

Years of Service: 8

Committee Memberships:Compensation (Chair),Nominating & Governance,Executive

Michael P. Connors is Chairman of the Board and Chief Executive Officer of InformationServices Group, Inc., a technology insights, market intelligence and advisory servicescompany. He is also a founder of that company. Mr. Connors served as a member of theExecutive Board of VNU N.V., a worldwide media and marketing information company,from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairmanand Chief Executive Officer of VNU Media Measurement & Information Group andChairman of VNU World Directories until 2005. He previously was Vice Chairman of theBoard of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until2001, was Senior Vice President of American Express Travel Related Services from 1989until 1995, and before that was a Corporate Vice President of Sprint Corporation.Mr. Connors is currently a director of Eastman Chemical Company.

Skills and Qualifications:Mr. Connors is a successful chief executive officer, who brings to the Board substantialcorporate management experience in a variety of industries as well as expertise in marketing,media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experienceserving on several public company boards, which furthers his ability to provide valuedoversight and guidance to the Company and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation andother human resources issues. He has served as the chair of two compensation committees.

Though Mr. Connors is the current chief executive officer of a public company, he hasattended 100 percent of all Board and committee meetings for which he was a member sincejoining the Board in 2011. His duty as a chief executive officer has not prevented him fromeffectively focusing on Board and committee matters.

John A. Edwardson

Retired Chairman andChief Executive Officer,CDW Corporation

Age: 69

Years of Service: 5


John A. Edwardson is the former Chairman and Chief Executive Officer of CDWCorporation (a technology products and services provider), serving as Chief ExecutiveOfficer from 2001 to September 2011 and as Chairman from 2001 to December 2012.Prior to joining CDW, he served as Chairman and Chief Executive Officer of BurnsInternational Services Corporation, a provider of security services, from 1999 to 2000.He was also President (1994-1998) and Chief Operating Officer (1995-1998) of UALCorporation (the parent company of United Air Lines, Inc.). Mr. Edwardson is currentlya director and Chairman of the Audit Committee of FedEx Corporation.

Skills and Qualifications:Mr. Edwardson has extensive management, leadership and international experience. As theformer Chairman and Chief Executive Officer of a technology company, he also has significanttechnological expertise. Mr. Edwardson has additional prior experience serving on acompensation committee, developing insight into executive compensation issues, and as acommittee chair of other large public companies. All of these factors contribute to his value asa Board member.


Agenda Item 5

Kimberly A. Ross

Former Chief Financial Officer,Baker Hughes Incorporated

Age: 53

Years of Service: 5


Kimberly A. Ross served as Senior Vice President and Chief Financial Officer of BakerHughes (supplier to the oil and gas industry) from September 2014 until July 2017. Ms. Rossis currently a director of Nestlé S.A. and a director and Chair of the Audit Committee of PQCorporation. She was Executive Vice President and Chief Financial Officer of AvonProducts Incorporated (a global consumer products company) from November 2011 untilSeptember 2014. Prior to joining Avon, Ms. Ross served as the Executive Vice President andChief Financial Officer of Royal Ahold N.V. (a food retail company) from 2007 to 2011. Priorto that, Ms. Ross held a variety of senior management positions at Ahold.

Skills and Qualifications:Having served as Chief Financial Officer at three companies and currently serving as the chair ofthe audit committee of a public company, Ms. Ross has extensive understanding of finance andfinancial reporting and internal auditing processes relevant to her service on the AuditCommittee. Her work across a spectrum of industries has given Ms. Ross significant managementand leadership skills and perspectives that in particular make her an asset to the Board. TheBoard also benefits from her international executive experience developed through executivepositions with multiple companies and current service on the board of another Swiss company.

Robert W. Scully

Retired Co-President,Morgan Stanley

Age: 69

Years of Service: 5

Committee Memberships:Audit (Chair), Executive

Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007until his retirement in 2009, and he previously served at Morgan Stanley as Co-President,Chairman of global capital markets and Vice Chairman of investment banking.

Prior to joining Morgan Stanley in 1996, he served as a managing director at LehmanBrothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc.,UBS Group AG and Zoetis Inc. and was a director of Bank of America Corporation and,during the last five years, a Public Governor of the Financial Industry Regulatory Authority(FINRA).

Skills and Qualifications:Mr. Scully’s lengthy career in the global financial services industry brings expertise in capitalmarkets activities and, of particular note, risk management to the Board. Mr. Scully has a broadrange of experience with oversight stemming from his extensive service as a director; he hasserved or is serving on four other organizations’ audit committees (including FINRA), threecompanies’ compensation committees, a risk committee and a nominating and governancecommittee. Mr. Scully’s experience with and knowledge of talent development and strategicinitiatives are also important to the Board.

Eugene B. Shanks, Jr.

Retired President,Bankers Trust Company

Age: 72

Years of Service: 8


Eugene B. Shanks, Jr. is a member of the Board of Directors of Federal Home LoanMortgage Corporation (Freddie Mac), and serves as Chair of its Nominating andGovernance Committee and is a member of its Audit Committee. From 1997 until its sale in2002, Mr. Shanks was President and Chief Executive Officer of NetRisk, Inc., a riskmanagement software and advisory services company he founded. From 1973 to 1978 andfrom 1980 to 1995, Mr. Shanks held a variety of positions with Bankers Trust New YorkCorporation and Bankers Trust Company, including head of Global Markets from 1986 to1992 and President and Director from 1992 to 1995.

Skills and Qualifications:With two decades of varied banking experience, Mr. Shanks brings extensive finance expertise tothe Board. He earned a PhD in economics at Stanford University. In addition he has a strongbackground in both asset and risk management, which are two areas that are very important toChubb’s business. Our Board also benefits from the leadership experience that Mr. Shanksgained from serving as a president of Bankers Trust. Mr. Shanks’s public company boardexperience also contributes to his value as a director.


Agenda Item 5

Theodore E. Shasta

Retired Partner,Wellington Management Company

Age: 68

Years of Service: 9


Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its AuditCommittee and a member of its Finance and Risk Committee and Compensation andGovernance Committee. Mr. Shasta was formerly a Senior Vice President and Partnerof Wellington Management Company, a global investment advisor. Mr. Shasta joinedWellington Management Company in 1996 and specialized in the financial analysis ofpublicly-traded insurance companies and retired in June 2009. Prior to joiningWellington Management Company, Mr. Shasta was a Senior Vice President of Loomis,Sayles & Company (investment management). Before that, he served in variouscapacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent25 years covering the insurance industry as a financial analyst.

Skills and Qualifications:Mr. Shasta’s history of working in the financial services industry, as well as in the propertyand casualty insurance arena, brings valuable insight and perspective to the Board. His yearsof analysis of companies like Chubb and its peer group provide him with deep knowledge ofparticular business and financial issues we face. His financial acumen and industryknowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been aChartered Financial Analyst since 1986.

David H. Sidwell

Retired Chief Financial Officer,Morgan Stanley

Age: 66

Years of Service: 5


David H. Sidwell was Executive Vice President and Chief Financial Officer of MorganStanley from March 2004 to October 2007, when he retired. From 1984 to March 2004,Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operatingpositions, most recently as Chief Financial Officer of JPMorgan Chase’s investmentbank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwellwas with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984,where he was qualified as a chartered accountant with the Institute of CharteredAccountants in England and Wales.

Mr. Sidwell is currently Senior Independent Director of UBS Group AG and was adirector of the Federal National Mortgage Association (Fannie Mae) until October 2016.Mr. Sidwell served as a Trustee of the International Accounting Standards CommitteeFoundation from January 2007 until his term ended in December 2012.

Skills and Qualifications:Mr. Sidwell has a strong background in accounting, finance and capital markets, as well asthe regulation of financial institutions, complementary to his role on the Audit Committee.He also has considerable expertise in risk management from chairing the risk committee of apublic company and his executive positions. Mr. Sidwell further contributes experience inexecutive compensation and corporate governance from his service on the committees ofother public company boards. This comprehensive range of experience contributes greatlyto his value as a Board member.


Agenda Item 5

Olivier Steimer

Former Chairman,Banque Cantonale Vaudoise

Age: 63


Committee Memberships:Risk & Finance (Chair),Executive

Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to2002, with his most recent position at that organization being Chief Executive Officer,Private Banking International, and member of the Group Executive Board. Mr. Steimer hasserved since 2013 on the Board of Allreal Holding AG (Swiss real estate manager anddeveloper) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd (a Swissprivate bank). Also, since 2009, he has served as a member, and since 2012 as ViceChairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundationboard of the Swiss Finance Institute until June 2017. From 2010 to 2014, he was ViceChairman of the Board of Directors of SBB CFF FFS (the Swiss national railway company),and from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA.Mr. Steimer is a Swiss citizen.

Skills and Qualifications:Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles.He has deep knowledge of sophisticated banking and finance matters derived from his extensiveexperience in the financial services industry. As a Swiss company, Chubb benefits specificallyfrom Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercialand insurance arenas provides valuable perspective to the Board.

Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.

Our Board of Directors recommends a vote “FOR” the election to the Board of Directors of each ofthe above nominees.


Agenda Item 6Election of the Chairman of the Board of Directors

Agenda ItemOur Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our nextannual general meeting.

ExplanationUnder Swiss law and our Articles of Association, theauthority to elect the Chair of our Board of Directors isvested with our shareholders, who elect a Chair from thedirectors elected under Agenda Item 5.

With the recommendation of our Nominating & GovernanceCommittee, our Board of Directors has nominated ourcurrent Chairman, Mr. Evan G. Greenberg, for election byshareholders as the Chairman of the Board of Directors untilour next annual general meeting. Biographical informationregarding Mr. Evan G. Greenberg may be found underAgenda Item 5, the election of directors.

Mr. Greenberg has served as our Chairman since 2007, aperiod of sustained success for the Company. Under hisleadership, the Company has created superior shareholdervalue. Between 2008, his first full year as Chairman, and2018, our book value per share grew at a compound annualgrowth rate (CAGR) of 9.8 percent and our tangible bookvalue per share CAGR was 7.6 percent.

For the year ended December 31, 2018, the Companydelivered strong financial results on both an absolute basisand relative to our industry peers in a year when severecatastrophe losses heavily impacted the global P&Cinsurance industry. Chubb produced strong core operatingincome per share, world-class underwriting performance, agood core operating return on equity and tangible bookvalue per share growth that exceeded each of our peers.Operationally, the Company remained focused on its corebusiness of underwriting and servicing customers anddistribution partners and retaining our commercial andpersonal lines customers at or above all-time highs. TheCompany advanced its strategic and operational goals,including expanding its global presence and growing newmarkets, enhancing its digital and data analytics capabilities,and further diversifying by geography, product, customersegment and distribution channel. The Company alsocontinued to distinguish itself in its claims and lossprevention organization’s response to customers in theirtime of need and made further efforts to highlight itscommitment to responsible citizenship.

Annual Board Review ofLeadership StructureEach year, the Board of Directors reviews its leadershipstructure. The Board of Directors (with Mr. Greenbergabstaining) has unanimously agreed that it is in the bestinterest of the Company and shareholders for Mr. Greenbergto continue in his role as Chairman of the Board for theupcoming year. The Board believes he has the skills andexperience to best perform both roles at this time.

Board Leadership: Our IndependentLead DirectorWhile Mr. Greenberg serves as Chairman, Board leadershipcomes also from our Lead Director, Robert Hernandez. OurBoard structure provides for a strong Lead Director positionto promote and foster strong director independence indeliberations and overall governance. The Lead Directorprovides a forum for independent director deliberation andfeedback and helps assure that all Board members have themeans to, and do, carry out their responsibilities inaccordance with their fiduciary duties.

At every regular Board meeting, the Lead Director presidesover an executive session with only the independentdirectors present. Our Nominating & GovernanceCommittee, and the entire Board of Directors, regularlyreviews our Board leadership structure, and in particularexamines and reaffirms the significant authority and powersof our Lead Director. See “Corporate Governance—BoardLeadership Structure” on page 51 of this proxy statement formore details.


Agenda Item 6

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve theproposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or arevised proposal.

Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board of Directors recommends a vote “FOR” the election of Evan G. Greenberg as theChairman of the Board of Directors.


Agenda Item 7Election of the Compensation Committee of the Board of Directors

Agenda ItemOur Board of Directors is asking shareholders to elect each of the director nominees Michael P. Connors, Mary Cirillo, John A.Edwardson and Robert M. Hernandez individually as members of the Compensation Committee until our next annualgeneral meeting.

ExplanationUnder Swiss law and our Articles of Association, authority toelect the members of the Compensation Committee of ourBoard of Directors is vested with our shareholders, who electmembers of the Compensation Committee from the directorselected under Agenda Item 5.

Upon the recommendation of our Nominating & GovernanceCommittee, our Board of Directors has nominated a slate offour nominees for election at the Annual General Meeting tothe Compensation Committee of our Board of Directors untilour next annual general meeting. Each of Michael P.Connors, Mary Cirillo and Robert M. Hernandez is currentlyserving on the Compensation Committee. John A.Edwardson is a new nominee to the CompensationCommittee.

Biographical information regarding each of the nomineesmay be found under Agenda Item 5, the election of directors.

The Board of Directors has unanimously agreed that serviceby each nominee to the Compensation Committee is in thebest interest of the Company and the shareholders. Each ofthe nominees has been determined by the Nominating &Governance Committee and the Board of Directors to satisfythe Company’s Categorical Standards for DirectorIndependence and related rules of the NYSE.

James M. Zimmerman, currently a member of theCompensation Committee, is retiring from our Board at theexpiration of his term as of the date of the Annual GeneralMeeting and is not standing for re-election.



Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.

Our Board of Directors recommends a vote “FOR” each of the above nominees to be elected to theCompensation Committee of the Board of Directors.


Agenda Item 8Election of Homburger AG as Independent Proxy

Agenda ItemOur Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusionof our next annual general meeting.

ExplanationUnder Swiss law and our Articles of Association,shareholders have the authority to elect an independentproxy. Swiss law does not permit other forms of institutionalproxies such as corporate proxies (appointing an officer oranother representative of the Company) or depositary bankrepresentatives as defined under Swiss law.

The independent proxy’s main task is to exercise the votingrights granted to it by shareholders in accordance with

shareholder instructions. The independent proxy will notmake statements, submit proposals or ask questions of theBoard of Directors on behalf of shareholders.

Our Board of Directors has recommended that HomburgerAG, Prime Tower, Hardstrasse 201, CH-8005 Zurich,Switzerland be elected as our independent proxy until theconclusion of our next annual general meeting. HomburgerAG is a Swiss law firm.



Voting Requirement to Approve Agenda ItemThe affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board of Directors recommends a vote “FOR” the election of Homburger AG asindependent proxy.


Agenda Item 9Approval of the Maximum Compensation of the Board ofDirectors and Executive Management

9.1 Compensation of the Board of Directors until the NextAnnual General Meeting

Agenda Item

Our Board of Directors is asking shareholders to approve amaximum total of $4.8 million in aggregate compensation forthe members of the Board of Directors until the 2020 annualgeneral meeting.

Explanation of Proposal

All compensation to directors (other than Mr. Greenberg,who does not receive compensation for his service as adirector) from the date of the Annual General Meetingthrough the 2020 annual general meeting is subject to thismaximum aggregate amount. This includes all annualretainer fees, committee chair fees and equity awardsprovided to the directors. It also includes the value ofdividend equivalents paid with respect to (i) certainoutstanding deferred restricted stock units (which westopped granting in 2009) held by some of our longer-serving directors and (ii) market value units held by formerChubb Corp. directors that were assumed in connection withthe Chubb Corp. acquisition, and certain other paymentsdescribed in the 2018 Director Compensation table in thisproxy statement.

The requested $4.8 million is 1 percent higher than thecurrent maximum aggregate authorized Board of Directorscompensation of $4.75 million, which was approved byshareholders at our 2018 annual general meeting. Thisreflects both the changes to our Outside DirectorsCompensation Parameters described below in “Process Usedto Determine Maximum Aggregate Compensation for theBoard of Directors, Outside Consultant Survey and Analysisof Director Compensation” and the retirement of one of ourdirectors as of the Annual General Meeting. The requestedamount also represents an estimate for the dividendequivalents and other payments described above similar tolast year’s, and a small cushion to permit per-meeting fees incase of special Board meetings as described in our OutsideDirectors Compensation Parameters.

Explanation of Swiss Requirement

Swiss law and our Articles of Association requireshareholders to ratify, on an annual basis and in aseparate binding vote, the maximum aggregate amount ofcompensation that can be paid, granted or promised tothe Board of Directors.

Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation ofthe Board

For which period does the Boardcompensation approval apply?

The approval applies to compensation for the period from the Annual General Meeting untilthe end of the next annual general meeting.

What does the maximumaggregate compensation amountinclude?

The maximum includes a lump sum amount for all potential compensation elements for theperiod, including:

• Annual retainers

• Committee chair fees

• Equity awards

• Meeting fees


Agenda Item 9

Where can I find moreinformation about directorcompensation?

A description of director compensation and the amounts of compensation paid to directors in2018 can be found in the “Director Compensation” section beginning on page 60 of this proxystatement. Under Swiss law, we also publish an audited annual compensation report, the SwissCompensation Report, which is included within our Annual Report. These documents areavailable to shareholders in their proxy materials.

Who determines the actualcompensation for each individualBoard member?

The Board, upon recommendation of the Nominating & Governance Committee, determines theactual individual compensation of each member of the Board, subject to the maximum aggregatecompensation amount ratified by the shareholders.

Process Used to Determine MaximumAggregate Compensation for the Board ofDirectors, Outside Consultant Survey andAnalysis of Director Compensation

In February 2019 the Nominating & Governance Committeeretained Pay Governance to provide a survey and analysis ofdirector compensation. The Committee considered the PayGovernance survey and analysis, and recommended to theBoard, and the Board approved, changes to the OutsideDirectors Compensation Parameters effective as of the dateof the Annual General Meeting. The changes were based on,among other things, a comparison of our compensationstructure to that of our competitors and other insurance andsimilarly-sized companies, and that total directorcompensation was below the median of such companies. Asa result the cash retainer was increased from $120,000 to$125,000 and the equity retainer was increased from$170,000 to $180,000. No other changes were made withrespect to any other element of director compensation.

Upon recommendation of the Nominating & GovernanceCommittee, the Board also approved the maximumaggregate amount of director compensation to recommendto shareholders. Considerations included the modificationsto our Outside Directors Compensation Parameters notedabove, the size of our Board, an estimation of an amount fordividend equivalents paid with respect to certainoutstanding deferred restricted stock units (which westopped granting in 2009) held by some of our longer-serving directors and market value units held by certain

former Chubb Corp. directors, and the addition of a smallcushion to permit per-meeting fees to be paid in accordancewith our Outside Directors Compensation Parameters in caseof additional meetings, should they be necessary.

The Board does not expect to consider changes to theOutside Directors Compensation Parameters until itconsiders the maximum aggregate compensation pool to besubmitted for shareholder approval next year.

What Happens If Shareholders DoNot Ratify the Maximum AggregateCompensation Amount Proposed bythe Board?

If shareholders do not ratify the maximum aggregatecompensation amount proposed by the Board, our Articlesof Association require the Board to consider the results ofthe vote, other shareholder feedback and other matters in itsdiscretion. Then the Board may submit a new proposal forapproval of the maximum aggregate amount at next year’sannual general meeting or at an extraordinary generalmeeting of the shareholders. The Company may continue topay compensation to the Board subject to the subsequentapproval. The Board may also split proposals for approval bysubmitting proposals with respect to particular elements ofcompensation, shorter periods of time, or a more limitedgroup of persons. However, rejection of this proposal couldlead to material uncertainty with respect to the Company’scompensation arrangements and could detrimentally impactthe Company’s ability to attract and retain directors.


The affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board of Directors recommends a vote “FOR” the approval of the maximum aggregatecompensation for the members of the Board of Directors until the 2020 annual general meeting.


Agenda Item 9

9.2 Compensation of Executive Management for the Next Calendar Year

Agenda Item

Our Board of Directors is asking shareholders to approve amaximum total of $43 million in aggregate compensation forthe members of Executive Management for the next calendaryear (2020).

Explanation of Proposal

Chubb’s Executive Management is appointed by the Board,based on the applicable provisions of Swiss law and ourOrganizational Regulations. Chubb’s Executive Managementconsists of Evan G. Greenberg, Philip V. Bancroft, John W.Keogh and Joseph F. Wayland.

Swiss law and our Articles of Association require ourshareholders to ratify, on an annual basis and in a separatebinding vote, the maximum aggregate amount ofcompensation that can be paid, granted or promised to themembers of Executive Management. The aggregate amountof the compensation for Executive Management relates tothe subsequent calendar year.

No increase from last year is being requested. The requested$43 million is the same as the amount approved byshareholders at our 2018 annual general meeting.

The maximum aggregate amount includes base salary,annual cash bonus and long-term equity awards, as well asCompany contributions to retirement plans, perquisites andthe value of other special services provided to ExecutiveManagement. Compensation payable for 2020 will bedetermined in accordance with our compensation principlesas applied by our Compensation Committee.

The compensation principles of our Board andCompensation Committee are described in our Articles ofAssociation and the Compensation Discussion & Analysissection of this proxy statement. The elements ofcompensation covered by this approval are described inArticles 23 and 24 of our Articles of Association. A significantportion of compensation of Executive Management willremain “at-risk” or “variable” and dependent on Companyand individual performance. At Chubb, base salary generallybecomes a lesser percentage of overall compensation themore senior the position.

We expect to continue this emphasis on at-riskcompensation to align management and shareholder

interests. In 2018, 93 percent of CEO compensation and85 percent of our other Executive Managementcompensation was at-risk, in the form of a variable bonus,stock options, restricted share grants and performance shareawards. The annual cash bonus and long-term equity awardsfor 2020 are based on and subject to the CompensationCommittee’s consideration of year-end financial results, andwill be awarded in 2021 with respect to performance duringcalendar year 2020.

Our approach to the Swiss-required Executive Managementsay-on-pay vote in this Agenda Item permits shareholders tovote on executive compensation relating to the next year,while the U.S. SEC say-on-pay advisory vote in AgendaItem 10 provides shareholders an opportunity to votelooking back at actual compensation paid out to NEOs in thecalendar year before the date of the proxy statement. In thatsense, the U.S. SEC say-on-pay vote will provide additionalaccountability for the way we use the maximum amountsapproved in advance via this Swiss Executive Managementsay-on-pay vote.

Maximum Aggregate Compensation Dependent UponCompany and Individual Performance

It is important to note that the maximum aggregate amountof compensation is a maximum cap and the Company willnot necessarily award the maximum aggregate amount ofcompensation. Maximum potential awards and payments atthe top of applicable ranges will only be made if individualand Company performance meet performance thresholds setby the Board or Compensation Committee in accordancewith the Articles of Association and the Company’s bonusand equity incentive plans. Equity awards will be valued atthe fair value at the time of grant in accordance with Article23(e) of our Articles of Association. Actual amounts realizedby Executive Management will depend on various factorsincluding our future stock price.

As noted in the following table, the amount actually paid toExecutive Management has historically been considerablylower than the maximum amounts pre-approved byshareholders. Nevertheless, we request that ourshareholders approve the maximum aggregate amount of$43 million in order to assure that the Company has theflexibility to reward superior performance and to respond tounforeseen circumstances that may arise in calendaryear 2020.


Agenda Item 9

Prior Approved Executive Management Compensation and Total Compensation Paid

Compensation ForCalendar Year Amount Approved Total Compensation Paid % of Approved Amount

2016 $49 million $43 million* 88%

2017 $44 million $35.5 million 81%

2018 $41 million $35.9 million 88%

2019 Shareholders approved $43 million in aggregate compensation

* Executive Management consisted of five persons.

Below are summary answers to certain questions that shareholders may have in connection with this proposal.

Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation ofExecutive Management

For which period does ExecutiveManagement compensationapproval apply?

The approval applies to compensation for the next calendar year (2020), including variablecompensation that may be paid or granted in the year following the next calendar year basedupon satisfaction of performance targets.

What does the maximumaggregate compensation amountinclude?

It includes a lump sum amount for all potential compensation elements for theperiod, including:

• Fixed Compensation– Base salary

• Variable Compensation including:– Cash bonus– Long-term equity incentive awards– Retirement contributions– Additional personal benefits including limited perquisites

and provisions for post-employment compensation

How is future compensation for2020 valued for purposes of thisrequested approval?

The proposed maximum aggregate compensation amount for Executive Management willestablish a cap on Executive Management compensation for 2020. To calculate depletion ofamounts remaining within the shareholder approved amount, cash payments will be valuedat the amount actually paid for the various portions of compensation paid in cash; that is, theproposed amount does not factor in a discount to present value. In accordance withArticle 24(e) of our Articles of Association, equity awards will be valued at the fair value onthe date of grant, which may be less than the full market value of the shares subject toparticular awards. Equity awards may also be either less than or greater than the amountExecutive Management ultimately realizes with respect to the awards upon their vesting,exercise or termination. Fair value for awards will be assessed as follows:

• stock options: the applicable Black-Scholes value at the date of grant

• time-based restricted share grants: 100% of the market value of the subject shares as of thedate of grant

• performance share awards: 100% of the market value of the target share component ofthe award.


Agenda Item 9

How is future compensation for2020 valued for purposes of thisrequested approval?(continued)

In all cases, amounts actually realized by Executive Management for their equity awardscould be less or more than the fair value at time of grant because the stock price for Chubbshares may increase or decrease between the date of grant and the date the shares actuallyvest, if they vest.

In addition to this potential for share price fluctuation, the fair value of stock options is lessthan 100% of the value of the shares subject to the options because the options have anexercise price equal to the market value on the date of grant. The fair value of performanceshares is less than 100% of the value of the shares subject to the awards on the date of grantbecause the relevant performance hurdles, for both target awards and premium awards, maynot be met. This means that members of Executive Management may realize less than thevalue of the target awards or no value at all should awards fail to meet performance hurdles.Amounts realized will only exceed the fair value on the date of grant if premium awardshares subject to the awards actually vest (in the case of performance share awards) or if theshare price on the date of exercise (net of exercise price, in the case of stock options) exceedsthe share price at the time of grant.

In the Summary Compensation Table of this proxy statement and in our Swiss CompensationReport contained in the Annual Report, stock options are similarly valued at a Black-Scholesvalue, and performance shares are reflected at 100% of the value of the target award. TheSummary Compensation Table also includes in a footnote information about the grant datefull (potential) value of 2018 performance share awards for NEOs.

Who determines the actualcompensation for each individualmember of ExecutiveManagement?

The Board or the Compensation Committee determines the actual individual compensationof each member of Executive Management, subject to the maximum aggregate compensationamounts ratified by the shareholders and other limitations contained in the Articles ofAssociation and the Company’s bonus and equity incentive plans. The actual aggregateamount of compensation paid to the individual members of Executive Management may belower than the maximum aggregate compensation amount for which the Board is seekingratification. This is because the maximum aggregate compensation amount is calculatedbased on the assumption that all performance and other measures of applicable bonus andequity-based compensation plans are met or substantially exceeded.

Where Can I Find More Information aboutExecutive Management Compensation?

For reference, the “Compensation Discussion & Analysis”section of this proxy statement contains detailed informationabout executive compensation for our NEOs. Under Swisslaw, we also publish our annual audited Swiss CompensationReport, which contains compensation information for ourExecutive Management, and it is included within our AnnualReport. These documents are available to shareholders intheir proxy materials.

Chubb Executive Management, Role andCompensation

Executive Management has accountability for corporatestrategy, providing constant leadership to the organizationon the execution of that strategy, and ensuring that thefinancial performance of the Company creates shareholdervalue both in the short and long term.

Chubb’s Executive Management receives both fixed andvariable compensation for their work. The majority of theircompensation is variable, in the form of annual cash bonusand long-term equity awards—both of which are directlylinked to the financial performance of the Company.

The determination of annual variable compensation followsfrom a thoughtful and disciplined assessment of Companyperformance in both absolute and relative terms, fosteringclear alignment between annual compensation andCompany financial performance.

Process Used to Determine MaximumAggregate Compensation for ExecutiveManagement

The Board of Directors calculates the maximum aggregatecompensation amount based on the assumption thatcompensation for Executive Management will be at themaximum of all applicable ranges, meaning that allindividual and Company performance criteria are met orsubstantially exceeded. Actual compensation determinationsand awards are subject to Board or CompensationCommittee determination after the Annual General Meeting.If the Board of Directors were to decide that ExecutiveManagement deserves compensation and awards in excess ofthe maximum amount approved by shareholders, we wouldpay such amounts only with subsequent shareholderapproval for that additional amount.

If performance criteria are not met, then the actual aggregateamount of compensation paid to the individual members of


Agenda Item 9

Executive Management will be significantly lower than themaximum aggregate compensation amount for which theBoard is seeking approval.

What Happens If Shareholders Do NotRatify the Maximum AggregateCompensation Amount Proposed bythe Board?

If shareholders do not ratify the maximum aggregatecompensation amount, our Articles of Association requiresthe Board to consider the results of the vote, other

shareholder feedback and other matters in its discretion.Then the Board may submit a new proposal for approval ofthe maximum aggregate amount at next year’s annualgeneral meeting or at an extraordinary general meeting ofthe shareholders, and the Company may pay compensationto Executive Management subject to the subsequentapproval. The Board may also split proposals for approval bysubmitting proposals with respect to particular elements ofcompensation, shorter periods of time, or a more limitedgroup of persons.


The affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not countingabstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Our Board recommends a vote “FOR” the approval of the maximum aggregate compensation ofthe members of Executive Management for the next calendar year.


Agenda Item 10Advisory Vote to Approve Executive Compensation underU.S. Securities Law Requirements

Agenda ItemOur Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s namedexecutive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2018,including the Compensation Discussion & Analysis, compensation tables and related material disclosed in this proxy statement.We refer to our named executive officers, who are determined based on relevant compensation and applicable SEC rules,as NEOs.

ExplanationThis proposal, commonly known as the SEC’s “say-on-pay”proposal, gives our shareholders the opportunity to expresstheir views on our NEOs’ compensation for the fiscal yearended December 31, 2018. This vote is not intended toaddress any specific item of compensation, but rather theoverall compensation of our NEOs and the philosophy,policies and practices described in this proxy statement.

This Agenda Item, required by the SEC under Section 14A ofthe Exchange Act, and the immediately preceding AgendaItem 9.2, required by Swiss law, provide our shareholderswith a prospective and retrospective voice on executivecompensation. The Swiss executive say-on-pay vote isdesigned as a pre-approval so that we can clarify shareholderintent and direction before the year actually begins, whichwe think makes sense and provides helpful certainty for ourCompany, our Executive Management and our shareholders.

The SEC say-on-pay vote generally covers the calendar yearprior to the date of our proxy statement. As a result, ourapproach to Swiss executive say-on-pay will allowshareholders to vote on executive compensation relating tothe next year, while the SEC say-on-pay advisory voteprovides for a look-back to the calendar year before the dateof the applicable proxy statement. The SEC say-on-pay votekeeps us accountable for the way we actually use themaximum amounts approved in advance via the Swissexecutive say-on-pay vote. Our Board and CompensationCommittee value and will use this feedback to continuallyevolve our compensation programs.

Under SEC rules, this U.S. say-on-pay vote is advisory, andnot binding on the Company, the Compensation Committeeor the Board of Directors. However, the Board of Directorsand the Compensation Committee value the opinions of ourshareholders and will continue to consider the outcome ofthis vote each year when making compensation decisions forour CEO and other NEOs. To the extent there is any

significant vote against NEO compensation as disclosed inthis proxy statement, we will consider our shareholders’concerns and the Compensation Committee will evaluate thevoting results and any actions necessary to address thoseconcerns.

Shareholders should review the “Compensation Discussion &Analysis” beginning on page 66 and the executivecompensation tables and related narrative disclosure in thisproxy statement for information about the compensation ofour NEOs. Our NEOs for 2018 are Evan G. Greenberg,Chairman, President and Chief Executive Officer; Philip V.Bancroft, Chief Financial Officer; John W. Keogh, ExecutiveVice Chairman and Chief Operating Officer; Paul J. Krump,President, North America Commercial and PersonalInsurance; and John J. Lupica, Vice Chairman and President,North America Major Accounts and Specialty Insurance.

Our Compensation Program

The goal of our compensation program is to fairlycompensate our employees and to enhance shareholdervalue by closely aligning our executive compensationphilosophy and practices with the interests of ourshareholders. Over the past several years, we have increasedthe percentage of long-term equity awards delivered to ourNEOs in the form of performance shares. These performanceshares vest only if the relative performance criteria that arelinked to increased shareholder value are met or exceeded.

We compete for executive talent with property and casualtyinsurers, specialty insurers, and financial services companiesworldwide. We believe our compensation programs areeffective in attracting and retaining the highest caliber seniorexecutives with the skills necessary to achieve our strongfinancial and operating performance objectives.


Agenda Item 10

Our compensation practices are structured to:

• pay for performance,

• encourage business decision-making aligned with the long-term interests of the Company, and

• support the human resource requirements of our businessin all the markets, globally, in which we operate.

We continually evolve our executive compensation practicesto reflect the highest global standards. Our performance-based compensation criteria include key financialperformance metrics, relevant business unit performanceobjectives and non-quantitative objectives that support ourlong-term strategic plan.

We are asking our shareholders to indicate their support forour NEO compensation as described on pages 66-109 of thisproxy statement, which include the “CompensationDiscussion & Analysis” section and the compensation tablesand related narrative disclosure.

Accordingly, we ask our shareholders to vote “FOR” theproposal at the Annual General Meeting to approve, on anadvisory basis, the compensation paid to the Company’snamed executive officers, as disclosed pursuant to thecompensation disclosure rules of the SEC, including the“Compensation Discussion & Analysis”, compensation tablesand any related material disclosed in this proxy statement.

Key features of our executive compensationpractices and policies include:

• Detailed individual and Company performance criteria;

• Significant percentage of restricted stock grants in theform of performance-based equity awards (75% forCEO, 66% for Executive Vice Chairman and COO and60% for other senior officers)

• Performance-based equity awards linked to keyoperating metrics (tangible book value per share growthand P&C combined ratio), with TSR used only as amodifier for premium awards;

• Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance-basedequity awards (since January 2017);

• Carefully constructed peer groups, reevaluatedannually;

• No tax reimbursements and gross-ups for U.S.-basedsenior management;

• Clawback of incentive cash and equity (vested andunvested) compensation;

• No new pledging of Chubb shares by executive officers;

• Mandatory executive share ownership guidelines; and

• No hedging of Chubb securities.


This agenda item is an advisory vote. As such, it is not binding in nature. Therefore, there is no specific approval requirement.However, the Board of Directors will consider that the shareholders have approved executive compensation on an advisorybasis if this agenda item receives the affirmative vote of a majority of the votes cast (in person or by proxy) at the AnnualGeneral Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.

Our Board of Directors recommends a vote “FOR” the approval of our named executiveofficer compensation.


Corporate Governance

OverviewWe are committed to the highest levels of ethical conductand corporate governance standards, through our corporatevalues and culture. As an insurance company, we are in thebusiness of managing risk. Our corporate governance helpsus mitigate and manage risks we face as an organization byproviding a framework that guides how management runsthe business and how our Board provides oversight. Wereview and evolve corporate governance at ourcompany regularly.

Our Board of Directors’ corporate governance policiescomply with the rules of the SEC, the listing standards of theNYSE and Swiss law. Our compliance with U.S. laws includescompliance with the Sarbanes Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of2010, and other statutes applicable to corporations doingbusiness in the U.S. To balance our NYSE listing and Swissincorporation requirements, we:

• adhere to SEC and NYSE governance and compensationregulations and best practices, and

• also comply with Swiss corporate laws that necessarilyimpose various restrictions and requirements resultingfrom our place of incorporation, including ourimplementation, through revisions to our Articles ofAssociation and presentation of annual ballot items for ourshareholders, of Swiss corporate governance andcompensation requirements.

We have adopted Organizational Regulations, CorporateGovernance Guidelines and Categorical Standards forDirector Independence covering issues such as executivesessions of the Board of Directors, director qualification andindependence standards, Board leadership, directorresponsibilities and procedures, director equity ownershipguidelines, management evaluation and succession and

Board self- evaluations. Our Board has establishedcommittees that help with oversight of the Company and itsoperations, and these committees govern themselvespursuant to the Organizational Regulations and charters thatare reviewed at least annually and amended as necessary.

Corporate Governance Documents

The following governance documents are available onour website in the Investor Information section atinvestors.chubb.com/investor-relations/corporate-governance/highlights-and-governance-documents:

• Articles of Association

• Organizational Regulations

• Corporate Governance Guidelines

• Committee Charters

• Categorical Standards for Director Independence

• Code of Conduct

• Policy on Fair Disclosure

You may also request copies of any of these documentsby contacting our Investor Relations department:

Telephone — +1 (212) 827-4400; orE-mail — [email protected]


Corporate Governance — Our Corporate Governance Framework

Our Corporate Governance FrameworkBoardIndependence

• The Board has determined that 14 out of 15 of our current directors (and 13 out of 14 of our director nominees)are independent under NYSE regulations and our Categorical Standards for Director Independence.

• Our CEO is the only management director.

BoardComposition

• Under Swiss law, our shareholders elect directors and determine the number of directors on the Board.Currently, our Articles of Association state there can be between 3 and 20 directors, but these boundaries maybe changed by the shareholders.

• Our Categorical Standards for Director Independence include director qualification standards, and ourNominating & Governance Committee regularly reviews Board composition and the skills, qualifications,experience and other attributes of Board members, both individually and collectively, including considerationof tenure and diversity factors.

• Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; thisprohibition may be waived from time to time as deemed advisable by the Board.

BoardCommittees

• We have five Board committees—Audit, Compensation, Nominating & Governance, Risk & Financeand Executive.

• All committees are composed entirely of independent directors, with the exception of the ExecutiveCommittee (our Chairman and CEO serves on the Executive Committee).

LeadershipStructure

• Our Chairman is CEO of our company. He interacts closely with our independent Lead Director.

• Our Lead Director is appointed by the other independent directors. Among other duties, our Lead Directorensures an appropriate level of Board independence in deliberations and overall governance and chairsexecutive sessions of the independent directors to discuss certain matters without management present.These executive sessions take place at least every regular Board meeting.

• The Lead Director has the ability to call special meetings or schedule executive sessions with the otherindependent Board members.

Risk Oversight • Our full Board and the Risk & Finance Committee are responsible for risk management oversight, withindividual Board Committees responsible for overseeing certain specified risks (e.g., Audit Committee—cyber-security risk, Compensation Committee—compensation risk).

• Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks andfor taking appropriate risks.

OpenCommunication

• We encourage open communication and strong working relationships among the Lead Director, Chairmanand other directors.

• Our directors have access to members of management and employees, and our Lead Director and membersof our Committees regularly communicate with members of management other than the CEO on a varietyof topics.

• Shareholders and other interested parties can contact our Board, Audit Committee or Lead Directorby email or regular mail.

ShareholderInput

• We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interestwith shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda forengagement discussions.

• Chubb participants in meetings include relevant members of management and at times members of ourBoard, including our Lead Director and Compensation Committee Chair.

Accountabilityto Shareowners

• Our Chairman, members of the Board of Directors and members of the Compensation Committeeare each elected annually.

• We elect our directors by majority shareholder voting. There is no plurality concept built into our shareholdervoting, unless the number of nominees exceeds the maximum number of director positions as set byshareholders in our Articles of Association. This is because shareholders can determine the number of Boardpositions and all nominees who receive a majority of votes cast are, by law, elected to the Board.

• The Board may not appoint directors to fill vacancies.

SuccessionPlanning

• The Board actively monitors our succession planning and management development; they receive regularupdates on employee engagement, diversity and retention matters.

• Chairman and CEO succession plans under various scenarios are discussed and reviewed annually.


Corporate Governance — Governance Practices and Policies that Guide Our Actions

Governance Practices and Policies that Guide Our Actions

Our Code of Conduct

Our Board has adopted a Code of Conduct applicable to alldirectors, officers and employees, which sets forth the basicprinciples to guide their day-to-day activities. The Code ofConduct addresses, among other things, conflicts of interest,corporate opportunities, confidentiality, fair dealing,protection and proper use of Company assets, compliancewith laws and regulations (including insider trading laws)and reporting illegal or unethical behavior.

Director Stock Ownership Requirements

Our Corporate Governance Guidelines specify directorequity ownership requirements. Chubb compensatesindependent directors with restricted stock awards to helpmeet these requirements. Chubb requires minimum equityownership of $600,000 for outside directors (based on stockprice on date of award). Each director has until the fifthanniversary of his or her initial election to the Board ofDirectors to achieve this minimum. All of our outsidedirectors who have served for at least five years satisfyChubb’s director equity ownership requirements. Ouroutside directors are also subject to prohibitions on pledgingand hedging Common Shares.

Executive Sessions of Directors

Our non-management directors meet for an executivesession of the Board at each quarterly Board meeting. OurCEO is our only non-independent director and does notattend these sessions. Our Lead Director, Robert M.Hernandez, is the presiding director for Board executivesessions of non-management and independent directors.Executive sessions are also common for special meetings ofthe Board and ad hoc committees that are created from timeto time to provide oversight over specific matters. Similarly,our Committees (other than the Executive Committee)generally conduct an executive session at their meetings,with only Committee members and no members ofmanagement present.

Continuing Education for Directors

We provide ongoing programs for existing directors,covering, among other things, the Company’s business,organizational and management structure, results ofoperations and financial condition, including criticalaccounting policies, budgets and forecasts, and corporategovernance and risk management. Directors are encouragedto attend these and other appropriate continuing educationprograms. In 2018, we sponsored sessions for our Risk &

Finance Committee members and our Audit Committeemembers. In addition, many of our directors attendedoutside director education programs.

Related Party Transactions Guidelines

We have adopted Related Party Transactions Guidelines thatrequire our Nominating & Governance Committee or Boardto review and approve or ratify certain transactions betweenChubb and any related parties. For additional information,see “What is Our Related Party Transactions Approval Policyand What Procedures Do We Use to Implement It?”.

Shareholder Outreach Program

We recognize the value in maintaining open lines ofcommunication with our shareholders and consequently weconsider our robust shareholder outreach program to be avital governance tool.

We engage with our shareholders on a regular basisthroughout the year. These engagement discussions takeplace both during and away from the annual meeting cycle,providing us with ample opportunity to better understandand thoughtfully consider our shareholders’ key issues andconcerns. Chubb participants include relevant members ofmanagement and at times members of our Board, includingour Lead Director and Compensation Committee Chair.

The primary purpose of our shareholder outreach programis to discuss and solicit feedback about corporategovernance, executive compensation and other matters,including ESG topics. We also strongly encourage ourparticipating shareholders to set the agenda for thesemeetings and address any trends, topics or issues that theywish to discuss with us.

Management and the Board recognize the value of taking ourshareholders views into account. Feedback from ourshareholders helps us understand how they view us, setgoals and expectations for our performance, and identifyemerging issues that may affect our strategies, corporategovernance, compensation practices or other aspects ofour operations.

In 2018, we requested outreach meetings with our 50 largestshareholders, representing approximately 62 percent of ouroutstanding Common Shares, as well as major proxyadvisory firms, to discuss a variety of corporate governancetopics, including executive compensation. Shareholdersrepresenting approximately 51 percent of our outstandingCommon Shares responded, and those representingapproximately 41 percent of our outstanding CommonShares accepted our request for engagement.


Corporate Governance — Governance Practices and Policies that Guide Our Actions

Open Lines of Communication

The Chubb Ethics Help Line is a free, confidential serviceavailable 24 hours a day for questions or concerns aboutethics or integrity at Chubb. Please visit our website forspecific contact information at: investors.chubb.com/investor-relations/corporate-governance/chubb-ethics-help-line.

We have a process for shareholders, employees and otherinterested parties to send communications to the Board:

To contact the Board about accounting or auditing matters,you may send an e-mail to the Chair of the Audit Committeeat: [email protected]. The Corporate Secretary has

access to this e-mail address. For other matters you maysend an e-mail to: [email protected]. You may alsocontact the Lead Director, any independent director, theChairman of the Board, or the Chair of any Board Committeeby sending an e-mail to our Lead Director, RobertHernandez, at: [email protected]. The CorporateSecretary has access to this e-mail address.

If you wish to send written communications, please mail tothe Board of Directors, c/o Corporate Secretary, ChubbLimited, Bärengasse 32, CH-8001 Zurich, Switzerland,although mail to Switzerland is not as prompt as e-mail. TheCorporate Secretary will forward all communications to theBoard to the Lead Director.


Corporate Governance — Citizenship at Chubb

Citizenship at Chubb

Our Mission

Protecting the Present and Buildinga Better Future

Good corporate citizenship lies at our core—how we practice ourcraft of insurance, how we work together to serve ourcustomers, how we treat each other, and how we work to helpmake a better world for our communities and our planet.Citizenship is about responsibility—and we express thatresponsibility in a way that reflects our core values and ourmission to protect the present and build a better future.

We accomplish our mission by providing the security from risk thatallows people and businesses to grow and prosper. Our mission isrealized by sustaining a culture that values and rewards excellence,integrity, inclusion and opportunity; by working to protect ourplanet and assisting less fortunate individuals and communities inachieving and sustaining productive and healthy lives; and bypromoting the rule of law.

From our roots in 18th century Philadelphia, we have builtChubb to be a dynamic, forward-looking global enterprise with acommitment to responsible citizenship. We act on this promiseof responsibility through a wide range of activities that includeour contributions of time and money.

Underlying our mission and commitment is a strong leadershipand governance structure, and in 2018 our Board’s Nominating &Governance Committee formally assumed responsibility foroverseeing Chubb’s environmental, social and governance (ESG)activities and related policies. We are also active in engaging withkey stakeholders (including our shareholders, employees, ratingagencies, interest groups and others) on our citizenshipinitiatives and consider their feedback.

Set out below are just a few of the many initiatives that we areproud of and hope you find of interest. For more information,visit our website at: chubb.com/us-en/about-chubb.

Philanthropy

Chubb recognizes its responsibility toassist less fortunate individuals andcommunities in achieving and sustainingproductive and healthy lives ingeographic areas where the Companyoperates. The Company’s philanthropyis funded principally through the ChubbCharitable Foundation and the ChubbRule of Law Fund.

The Chubb Charitable Foundationaddresses actionable problems andcontributes to helping alleviate poverty,improve the health of at-riskpopulations, provide access to qualityeducation and protect the environment.In the last 10 years, the Company hascontributed more than $100 million tothe Foundation.

For many years, for example, theFoundation has supported theInternational Rescue Committee,including its efforts to help refugees getsettled and establish productive lives.The Foundation has helped buildschools in China and Vietnam, fundmicro-finance projects in Mexico andColombia, and serve as a major partnerfor Teach for America and Teach for Allprograms in the United States andaround the globe.


Corporate Governance — Citizenship at Chubb

Environment

Chubb recognizes the reality of climatechange and the substantial impact ofhuman activity on our planet. Ourenvironmental activities reflect ourdesire to do our part as a steward of theEarth. Through our Foundation, wesupport important environmentalprojects, including the protection ofbiodiversity and saving land.

Since 2005, for example, the ChubbLand Legacy Fund has supported TheConservation Fund, one of America’s topenvironmental preservationorganizations, which has protected8 million acres of vital land and waterhabitats across the nation. The ChubbCharitable Foundation has supportedthe work of The Nature Conservancy(TNC) in the repair and protection of theunique and critically importantMesoamerican Reef along Mexico’sYucatan Peninsula, which helps protectthe local coastal infrastructure andeconomy against storm surge. In 2018the Foundation made a major grant toTNC for a wetlands restoration andresilience project in Miami–Dade Countydesigned to serve as a model to bereplicated in other urban coastal areas.

Chubb has had a formal program tomeasure, record and reduce greenhousegas (GHG) emissions in its ownoperations since 2006. From 2015 to2018, Chubb has reduced its absoluteglobal GHG emissions by 21%. In 2018,the Company earned a score of B on theCDP’s climate change program ranking.

Diversity and Inclusion

At Chubb, we recognize ourresponsibility to ensure opportunitywithin our own organization, where wefoster a diverse and inclusivemeritocracy. We can’t succeed unless wegive everyone the opportunity to thriveand advance in our Company, and wehold our leaders accountable forimproving the advancement of womenand people of all races, nationalities andreligions around the globe.

The Company’s extensive efforts in thisarea include mentorships, affinitygroups, diversity awareness training,management development programs,and mandating diverse slates inrecruiting and promotion. Examples ofinitiatives include the Company’sBusiness Roundtables and RegionalInclusion Councils, which promotedynamic networking across the businessand engage hundreds of employees inconstructive dialogue. Other initiativesinclude Chubb Start, a program thatsupports the continuous professionaldevelopment of early career women,and Chubb Signatures, a global andregional lecture series for successfulsenior women, diverse men andinclusion champions to share theirunique backgrounds, experiences andhard-earned lessons in business.

Chubb Rule of Law Fund

As a corporate citizen, Chubb recognizesthe rule of law as the foundation of aliberal world order that the Companyembraces as essential to the properfunctioning of markets and theprotection of personal freedoms.Through the Chubb Rule of Law Fund, aunique corporate initiative, we supportprojects around the world that promotethe preservation and advancement ofthe rule of law.

Since it was founded in 2008, the Fundhas supported 45 projects in 50countries focused on improving accessto justice, strengthening courts, fightingcorruption and creating the conditionsof security and freedom in which ourcustomers, employees and fellowcitizens can thrive.

The Chubb Rule of Law Fund is fundedby the Chubb Charitable Foundation andcontributions from 15 of Chubb’s partnerlaw firms. In 2018, 10 new projects werefunded. Among them were an initiativein Sri Lanka to support the legalcommunity in its effort to encouragepost-civil war reconciliation and therestoration of the rule of law; a programin Brazil to support the provision ofdefense counsel for indigent criminaldefendants; and a project to support apan-African network of judges andlawyers committed to the developmentof commercial law competence.


Corporate Governance — The Board of Directors

The Board of DirectorsOur Board oversees our business and monitors theperformance of management. The directors keep themselvesinformed by discussing matters with the CEO, other keyexecutives and our principal external advisors, such as legalcounsel, outside auditors, and other consultants. They alsoreceive and review reports and updates from managementand third parties, participate in Board and committeemeetings and attend relevant conferences and othereducational sessions.

Board Meetings

The Board usually meets a minimum of four times per yearin regularly scheduled meetings, but will meet more often ifnecessary. The Board met six times during 2018, includingtwo telephonic meetings. All directors attended at least75 percent of the aggregate number of meetings of the Boardof Directors and committees of the Board of which they werea member that were held during 2018.

Director Independence

The Board has determined that the following directors andnominees are independent under the listing standards of theNYSE: Michael G. Atieh, Sheila P. Burke, James I. Cash, MaryCirillo, Michael P. Connors, John A. Edwardson, Robert M.Hernandez, Kimberly A. Ross, Theodore E. Shasta, RobertW. Scully, Eugene B. Shanks, Jr., David H. Sidwell, OlivierSteimer and James M. Zimmerman. Our independentdirectors constitute a substantial majority (14 out of 15) of ourBoard of Directors. In making its determination ofindependence, the Board applied its Categorical Standardsfor Director Independence and determined that no othermaterial relationships existed between the Company andthese directors.

Director Nomination Process

The Board’s Nominating & Governance Committee reviewsthe qualifications of various persons to determine whetherthey might make good candidates for consideration formembership on the Board of Directors. The Nominating &Governance Committee considers each person’s judgment,experience, independence and understanding of ourbusiness or other related industries, as well as other factorsit determines are relevant in light of the needs of the Boardof Directors and the Company. The Nominating &Governance Committee will select qualified candidates andreview its recommendations with the Board of Directors,which will decide whether to invite the candidate to be anominee for election to the Board of Directors.

In accordance with its charter, the Nominating &Governance Committee may identify and consider directornominees from various sources. The Nominating &Governance Committee will consider shareholder

recommendations for director candidates, but theNominating & Governance Committee has no obligation torecommend such candidates. Assuming that appropriatebiographical and background material (includingqualifications) is provided for candidates recommended byshareholders, the Nominating & Governance Committee willevaluate those candidates by following substantially thesame process and applying substantially the same criteria asfor candidates recommended by other sources.

Board Composition and Skills Review

Our Corporate Governance Guidelines require theNominating & Governance Committee to review annually theskills and attributes of Board members within the context ofthe current make-up of the full Board. Board membersshould have individual backgrounds that, when combined,provide a portfolio of experience and knowledge that serveour governance and strategic needs well.

As part of its review the Nominating & GovernanceCommittee considers a variety of skills, qualifications andexperiences criteria in evaluating collective Boardcomposition and assessing individual directors and directorcandidates, some of which are noted in the table onthis page.

Consideration of specific skills, qualifications andexperiences of our directors does not diminish thesignificance of more general important factors such asprofessional reputation, diversity and collegiality. Directorsmust demonstrate the highest personal and professionalintegrity and commitment to ethical and moral conduct, andmust respect and reflect Chubb values and culture. Directorsshould also be able and prepared to provide wise andthoughtful counsel to top management on the full range ofpotential issues facing the Company. They should representall shareholders and not any special interest group orconstituency. They also must have the time necessary to fullymeet their duty of care to the shareholders and be willing tocommit to service over the long term, if called upon.

Skills, Qualifications and Experiences Criteria

• Corporate Strategy

• CEO Experience or Similar

• Digital/Technology/IT

• Financial Literacy/Accounting

• Financial ServicesIndustry

• Governance/Compliance(including ESG matters)

• Government/Regulatory/Public Policy

• Insurance andReinsurance Industry

• International Business

• M&A/BusinessDevelopment



The above list is not exhaustive. Our Nominating & GovernanceCommittee may consider these criteria and other additionalcriteria from time to time, and may adjust the importance ofcertain criteria based on factors including current Boardcomposition and evolving business, governance, regulatoryand other considerations.

Our Nominating & Governance Committee regularly considersBoard size, tenure and refreshment, and whether the Boardhas the right mix of skills, qualifications, experiences and otherattributes. With Mr. Zimmerman’s retirement, our Board hasproposed 14 nominees for election at the Annual GeneralMeeting. This equals the number of directors prior to ouracquisition of Chubb Corp. in January 2016. (At that time fourChubb Corp. directors joined our Board.) Our Nominating &Governance Committee will continue to assess Boardcomposition and refreshment; however, we believe 14directors is the appropriate size for the Board at this time.

Board Diversity

We believe that a variety of perspectives, opinions andbackgrounds among the members of the Board is critical to theBoard’s ability to perform its duties and various roles. We striveto maintain, and we encourage, diversity of thought amongBoard members, which makes the body as a whole moreeffective. Our Board includes ethnic, racial and religiousminorities, members from multiple countries, men andwomen, and people from many walks of life and disciplines.The make-up and diversity of the Board has evolved, andbroadened, as Chubb has grown and evolved as a company,and continued diversity is expected.

The Board of Directors is elected by our shareholders and theyhave the legal and structural power to determine the Board’scomposition. Under our Articles of Association and Swiss law,the Board is entrusted with the ultimate direction of theCompany, and is responsible for ensuring appropriate policies,procedures and leadership (including at Board level) are inplace. The Nominating & Governance Committee wasestablished in large part to focus on Boardcomposition matters.

Our Corporate Governance Guidelines and consideration ofrelevant criteria help ensure that the Board, as it evolves, willhave the collective skills, experience, independence anddiversity to enable it to function as well as possible for theshort-term and long-term. Those guidelines instill in theNominating & Governance Committee responsibility foroversight of this objective.

Board Tenure Diversity

Independent Board leadership is important to Chubb andcurrently 14 of our 15 directors (and 13 of our 14 directornominees) are independent. Our Board considers directortenure in connection with its independence determination.Board tenure diversity is equally important as we seek toachieve the appropriate balance of tenure years of service.

Our more senior directors have a deep knowledge of ourCompany, while new directors provide fresh perspectives.Our current Board of Directors has an average tenure of10.67 years, and seven of our current directors have joinedthe Board since 2014.

Board Tenure in Years

14+ years 3

11-13 years 2

0-4 years 3

5-7 years 4

8-10 years 3

Independence

Independent Directors 14

Non-Independent Directors 1

Our Corporate Governance Guidelines set a retirement age of75 years old, after which directors may no longer benominated or re-nominated to the Board. This guideline maybe waived from time to time as deemed advisable bythe Board.

Each of our directors represents shareholders as a wholerather than any particular shareholder or group ofshareholders. Individual directors are required to notify theNominating & Governance Committee’s Chair, and theChairman of the Board, of any change in business orprofessional affiliations or responsibilities, includingretirement, so that diversity, conflicts and other Boardcomposition issues can be considered. The Lead Director isalso involved in this evaluation process. A director isrequired to offer his or her resignation from the Board in theevent a director leaves a full-time job or otherwise materiallychanges his or her full-time employed position or status forany reason (for example, by resignation, termination,reassignment, or retirement). The resignation may beaccepted or not accepted, on behalf of the Board, by theChair of the Nominating & Governance Committee afterconsulting with other Committee or Board members in thereasonable discretion of the Chair.

In addition, under our Corporate Governance Guidelines, adirector should offer to resign if the Nominating &Governance Committee concludes that he or she no longer



meets the Company’s requirements for service on the Board,which includes the obligation to devote the time and effortnecessary to fully meet their duty of care to shareholders.We believe all our directors have demonstrated a strongcommitment to service on our Board in terms of meetingattendance, substantive discussion and effective leadership.

Moreover, our Code of Conduct applies to the Board and itsdecisions, not just Company employees. The Code ofConduct prohibits discrimination on the basis of anycharacteristic protected by law, and we make all directornomination decisions and set all terms and conditions of theappointment of directors without regard to thesecharacteristics. Chubb is committed to providing anenvironment in which diversity is valued, and this isparticularly true with respect to the Board of Directors.

Annual Board and Committee Evaluations

Led by our Nominating & Governance Committee, our Boardand its committees annually perform self-evaluations thatallow for open and candid feedback on Board effectiveness,performance and process. Our evaluation process alsoincludes biennial reviews of each of our directors by each oftheir peers.

Our Lead Director and each of our Committee Chairsincorporate feedback received from these evaluations toenhance Board process, collaboration and productivity,including by identifying possible topics for future meetings.In 2018, results of the Board and Committee evaluationswere overwhelmingly positive.

In the self-evaluation context our Nominating & GovernanceCommittee further considers the composition of the Boardand its committees, including diversity considerations andwhether the Board and each of its committees have the rightmix of skill sets, experience, talent and other considerationsin order to function effectively.


Corporate Governance — Board Leadership Structure

Board Leadership StructureOur Board’s mandate under Swiss law includes overallsupervision and control of management of the Company.Though our management and employees direct and areresponsible for the business operations of the Company andits divisions, and implementation of policies and strategiesapproved by the Board, the power of management isfundamentally delegated from the Board. Our OrganizationalRegulations and Corporate Governance Guidelines providethe Board with the right and flexibility to vest theresponsibilities of Chairman of the Board and ChiefExecutive Officer in the same individual or in more than oneindividual, as the Board determines to be in the best interestof the Company. Our Board has determined it to be in thebest interests of the Company, at this time, to vest theresponsibilities of Chairman and CEO in Evan G. Greenbergbecause the Board believes he has the skills and experienceto best perform both roles.

While Mr. Greenberg serves as Chairman, Board leadershipcomes also from our Lead Director, Robert M. Hernandez.Our Lead Director’s powers are significant.

Independent Lead Director—Role and Responsibilities

Our Lead Director provides independent Boardleadership. Specific responsibilities include:

• Establishing the agenda (with the Chairman) forBoard meetings.

• Presiding at executive sessions of the independentmembers of the Board, which the Lead Directormay call.

• Providing a forum for independent director feedback atthose executive sessions and communicating thatfeedback to the Chairman.

• Ensuring an appropriate level of Board independence indeliberations and overall governance.

• Working with the Nominating & Governance Committeein the Board’s performance evaluation process and theCompensation Committee in the CEO evaluationprocess and compensation determination, andfacilitating communication between Board membersand the Chairman of the Board.

• Empowerment to respond to non-audit relatedshareholder inquiries, monitor the Company’smechanism for receiving and responding to shareholdercommunications to the Board, and oversee the timelydelivery of background materials to Board members.

• Helping to assure that all Board members have themeans to, and do, carry out their responsibilities inaccordance with their fiduciary duties.

• Communicating regularly with our CEO on matters ofsignificance, and with the other independent directorsto help foster independent thinking.

The Board regularly reviews and discusses its compositionand structure. It has specifically delegated to theNominating & Governance Committee the duty of evaluationin this regard, and to advise the Board as it sees fit. Chubb’sBoard leadership structure has evolved over time. Forexample, the Chairman and Chief Executive Officer roleswere separate immediately before May 2007. Mr. Greenbergwas promoted to President and Chief Executive Officer in2004 and was not appointed Chairman of the Board untilthree years later. As Chubb and its circumstances develop inthe future, the Board will continue to examine its leadershipstructure and will at all times conduct itself in the manner itdetermines to be in the best interests of the Company and itsshareholders. We expect that the Company will always haveeither an independent lead director or a non-executivechairman.


Corporate Governance — The Committees of the Board

The Committees of the BoardThe Board of Directors has five committees: Audit, Compensation, Nominating & Governance, Risk & Finance and Executive.The principal role, independence standards and meetings held during 2018 are outlined below. For more information oncommittee members, see our Board of Director profiles beginning on page 23.

Committee Role & Responsibilities IndependenceMeetingsHeld 2018

Audit Committee

Chair:Robert W. Scully

Members:James I. CashKimberly A. RossTheodore E. ShastaDavid H. Sidwell

The Audit Committee provides oversight of the integrity of ourfinancial statements and financial reporting process, ourcompliance with legal and regulatory requirements, our systemof internal controls, cyber-security matters, and our auditprocess.

The Committee’s oversight includes the performance of ourinternal auditors and the performance, qualification andindependence of our independent registered public accountingfirm.

If a member of our Audit Committee simultaneously serves onthe audit committees of more than three public companies, theBoard is required to determine and disclose whether suchsimultaneous service would impair the ability of such member toeffectively serve on our Audit Committee.

All members areindependentdirectors asdefined by theindependencestandards of theNYSE and asapplied by theBoard; eachmember meetsthe financialliteracyrequirements,per NYSE listingstandards

All members areaudit committeefinancialexperts asdefined underItem 407(d) ofRegulation S-K

Thirteenmeetings(nine ofwhich weretelephonic)and onein-depthsessioncoveringvariousmatters furtherdescribed inthe AuditCommitteeReportbeginningon page 110

CompensationCommittee

Chair:Michael P. Connors

Members:Mary CirilloRobert M. HernandezJames M. Zimmerman

The Compensation Committee discharges the Board’sresponsibilities relating to the compensation of employees. Itevaluates the performance of the CEO and other NEOs based oncorporate and personal goals and objectives. Based on thisevaluation, it sets the CEO’s compensation level, both as acommittee and together with the other independent directors,and approves NEO compensation.

The Compensation Committee also works with the Nominating &Governance Committee and the CEO on succession planning andperiodically consults with the Risk & Finance Committee onmatters related to executive compensation and risk.

For more information about how the Compensation Committeedetermines executive compensation, see the “CompensationDiscussion & Analysis” section of this proxy statement.

All members areindependentdirectors asdefined by theindependencestandards of theNYSE and asapplied by theBoard

Fourmeetingsand severalin-depthsessionscoveringvariousmatters


Corporate Governance — The Committees of the Board

Committee Role & Responsibilities IndependenceMeetingsHeld 2018

Nominating &GovernanceCommittee

Chair:Mary Cirillo

Members:Michael P. ConnorsRobert M. HernandezJames M. Zimmerman

The responsibilities of the Nominating & GovernanceCommittee include identification of individuals qualified tobecome Board members, recommending director nominees tothe Board and developing and recommending corporategovernance guidelines.

The Committee also has the responsibility to review and makerecommendations to the full Board regarding directorcompensation, examine and approve the Board’s committeestructure and committee assignments, and advise the Boardon matters of organizational and corporate governance,including ESG.

In addition to general corporate governance matters, theNominating & Governance Committee approves the Boardcalendar and assists the Board and the Board committees intheir self-evaluations.


Fourmeetings

Risk & FinanceCommittee

Chair:Olivier Steimer

Members:Michael G. AtiehSheila P. BurkeJohn A. EdwardsonEugene B. Shanks, Jr.

The Risk & Finance Committee helps execute the Board’ssupervisory responsibilities pertaining to enterprise riskmanagement, capital structure, financing arrangements andinvestments.

For more information on the Risk & Finance Committee’srole, see “Board Oversight of Risk and Risk Management”below.


Fourmeetingsand onein-depthsessioncoveringvariousmatters

Our Board also has an Executive Committee, comprised of the Chairman of the Board (as Chair) and each of our othercommittee chairs (as members). The Executive Committee did not meet in 2018 and has not met since 2011. Its primary focus isto act for the full Board when it is not practical to convene a meeting of the full Board. The Executive Committee is authorized toexercise all the powers and authorities of the Board, except as expressly limited by applicable law or regulation, stock exchangerule, our Articles of Association or our Organizational Regulations, and except for matters expressly reserved foranother committee.


Corporate Governance — Board Oversight of Our Independent Advisors

Board Oversight of Our Independent Advisors

Independent Auditors

Our Audit Committee hires, determines the compensationof, and decides the scope of services performed by, ourindependent auditors. It also has the authority to retainoutside advisors.

Our Audit Committee evaluates the qualification,performance and independence of our independentauditors. As part of this evaluation, rotation of ourindependent auditors is periodically considered. If requiredby applicable law or regulation relating to auditor rotation orotherwise, or if the Audit Committee otherwise determines itis necessary, it will initiate and stay actively involved in theprocess to select and replace the independent auditors. Inaddition, in connection with regular mandated rotation ofaudit partners, the Audit Committee is directly involved inthe selection of the lead audit partner.

In determining whether to re-appoint the Company’sindependent auditor, the Audit Committee took intoconsideration a number of factors, including the length oftime the firm has been engaged, the quality of the AuditCommittee’s ongoing discussions with the firm, the firm’sglobal capabilities and depth of understanding of ourbusinesses, an assessment of the professional qualificationsand past performance of the lead audit partner and theirglobal audit team, and the appropriateness of fees for auditand non-audit services.

Compensation Consultants

Our Compensation Committee has the authority to retainadvisors and must assess the independence of any advisor soretained. Our Compensation Committee is directlyresponsible for the appointment, compensation andoversight of the work of any such compensation advisor.During 2018, our Compensation Committee retained PayGovernance as its independent compensation consultant.Pay Governance did not perform any other work for theCompany in 2018 other than advising our CompensationCommittee and, with respect to director compensation, ourNominating & Governance Committee.

Search Firm Consultants

Our Nominating & Governance Committee from time to timeretains a search firm to identify and evaluate potentialdirector candidates, and has the authority to approve thefirm’s fees and other retention terms. Our Nominating &Governance Committee may also retain other advisors.


Corporate Governance — Board Oversight of Risk and Risk Management

Board Oversight of Risk and Risk Management

As part of its oversight of the Company and its businessactivities, the Board takes very seriously its role in riskmanagement. The Risk & Finance Committee is composedentirely of directors who are independent of the Companyand its management according to our Categorical Standardsfor Director Independence.

Under Swiss law, the Board of Directors has ultimateresponsibility for management and direction of theCompany. The Board discusses and considers riskmanagement issues at each of its meetings. The Board willadjust its practices with respect to risk managementoversight whenever it determines it needs to do so and willinvolve itself in particular risk areas or businesscircumstances where its proper exercise of oversightdemands it. The Board’s role in risk oversight is consistentwith the Company’s leadership structure, with the ChiefExecutive Officer and other members of senior managementhaving responsibility for assessing and managing theCompany’s risk exposure, and the Board and its committeesproviding oversight in connection with these efforts.

Risk & Finance Committee Role

The goal of the Risk & Finance Committee is to assure thatthe Company’s risk management process identifies andassesses relevant risks, has a reasonable and sound set ofpolicies for setting parameters on risk, and, for specificmaterial risks, has prepared itself to avoid or to mitigateoutcomes that threaten the viability of the Company.

The Risk & Finance Committee helps execute the Board’ssupervisory responsibilities pertaining to enterprise riskmanagement, capital structure, financing arrangements andinvestments. This includes:

• evaluation of the integrity and effectiveness of theCompany’s enterprise risk management procedures andsystems and information,

• oversight of policy decisions about risk aggregation andminimization, including credit risk,

• assessment of the Company’s major decisions andpreparedness levels pertaining to perceived material risks,

• oversight of the capital structure and financingarrangements in support of the Company’s plans andconsistent with its risk tolerances, and

• oversight of management’s investment of the Company’sinvestible assets, including to give input on strategies andmonitor overall conditions and developments with respectto these assets and, again, make certain they are consistentwith the Company’s risk tolerances.

The Risk & Finance Committee meets regularly withCompany management, including the Chief Risk Officer andChief Digital Officer, Chief Investment Officer, Treasurer andothers, in fulfillment of its responsibilities. The Chief RiskOfficer and Chief Digital Officer reports to both the Risk &Finance Committee and the Chief Executive Officer of theCompany. The Risk & Finance Committee also conducts jointmeetings, such as with the Audit Committee.

Cyber-Security Risk Oversight. Notwithstanding theforegoing, the Audit Committee is tasked with oversight ofcyber-security matters, about which the Audit Committeeperiodically reports to the Board and consults with theRisk & Finance Committee. For more information, see “AuditCommittee Report” in this proxy statement.

Compensation Risk. For information about compensationrisks, see “The Relationship of Compensation to Risk” in theCompensation Discussion & Analysis section.

What Is Our Related Party Transactions Approval Policy And WhatProcedures Do We Use To Implement It?

The Board of Directors has adopted Related PartyTransactions Guidelines. For the purposes of our RelatedParty Transactions Guidelines, a related party is any personwho is:

• a director, nominee for director or executive officer of theCompany,

• a beneficial owner of more than five percent of theCompany’s outstanding Common Shares at the time thetransaction occurred or existed, and

• any immediate family member of any of the foregoing.

Related Party Transactions

The Board of Directors has adopted Related PartyTransactions Guidelines requiring approval or ratification oftransactions in which (a) the aggregate amount involvedexceeds or is expected to exceed $120,000 in any fiscal year,(b) the Company was, is or will be a participant and (c) anyrelated party had, has or will have a direct or indirectmaterial interest. Subject to certain exceptions, all relatedparty transactions subject to the guidelines must beapproved or ratified by the Nominating & Governance


Corporate Governance — What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?

Committee. The Board or the Nominating & GovernanceCommittee may determine from time to time that theauthority to review and approve or ratify certain relatedparty transactions should instead reside with the full Board.

The Company recognizes that there are types of transactionsinvolving a related party that are appropriate and may be in, ormay not be inconsistent with, the best interests of theCompany, and that do not create or involve a direct or indirectmaterial interest for the related party. Accordingly, our RelatedParty Transactions Guidelines deem as pre-approved:

• Transactions involving our sale of insurance or reinsurancein the ordinary course of business on terms that aregenerally available to similarly situated parties that are notrelated to us, and payments or settlements of claims onsuch policies in the ordinary course of business oncommercially reasonable terms,

• Compensation of executive officers or directors that isreported in the compensation tables or other disclosures inour proxy statement,

• Compensation of a type that would be reported if therelated party were named in the proxy statement, providedthe Compensation Committee has approved suchcompensation,

• Payment or reimbursement of a director’s or employee’sexpenses incurred in performing such person’s Company-related responsibilities,

• Any transaction in which the related party’s interest arisessolely from ownership of securities issued by the Companyand all holders of such securities receive the same benefitspro rata as the related party,

• Contributions to the Company’s political action committeeby a related party,

• Payments passed through a related party or affiliate of arelated party but not from or for such related party oraffiliate’s account, and

• Transactions in which the related party’s interest arisesonly from (i) (1) such person’s position as a director of anentity, (2) the direct or indirect ownership by such personand all immediate family members of such person, in theaggregate, of less than a 10 percent equity interest in anentity (other than a partnership) or (3) both such positionand ownership; or (ii) such person’s position as a limitedpartner in a partnership in which the person and allimmediate family members of such person have an equityinterest of less than 10 percent.

There is a financial limit condition to the Nominating &Governance Committee determination of pre-approval status

for the transactions or payments listed in the first bulletabove. If transactions involve payments to an entity forwhich a director is an employee or general partner or adirector’s immediate family member is an executive officeror general partner totaling the greater of $1 million or2 percent of that entity’s annual consolidated gross revenue,then they will not be considered pre-approved and willsubject to the review procedures of the guidelines.

Not-for-Profit Organizations

Our Related Party Transactions Guidelines require theNominating & Governance Committee to review, approve orratify, and determine that no conflict of interest existsregarding, financial contributions greater than $50,000 inthe aggregate per fiscal year by the Company (or itscharitable foundations) to not-for-profit organizations forwhich a director, nominee or an executive officer or animmediate family member of any of the foregoing serves as adirector, trustee or senior officer.

How Do We Monitor Related PartyTransactions?

We have established procedures to monitor related partytransactions so that we can submit them to the Nominating &Governance Committee or the Board of Directors under ourRelated Party Transactions Guidelines. For example, we havecompiled a list of relevant persons and entities, which weupdate on a regular basis, and search various databases toidentify payments to or from these persons or entities. Ourdirectors, nominees for director and executive officers arealso periodically required to report related partytransactions of which they are aware to the ChiefCompliance Officer, including transactions in which animmediate family member or entity associated with suchfamily member has an interest. We also circulate directors’and officers’ questionnaires that inquire about, among otherthings, related parties and related party transactions.

Our Code of Conduct addresses procedures to follow withrespect to matters that raise potential conflicts, including arequirement that our employees, officers and directorsreport potential conflicts as part of their annual Code ofConduct affirmation statement. In addition, we poll keyofficers to determine whether they are aware of anytransactions that may be subject to our Related PartyTransactions Guidelines.

What Related Party Transactions Do We Have?From time to time, institutional investors, such as largeinvestment management firms, mutual fund managementorganizations and other financial organizations, with whomwe conduct business in the ordinary course on an arms-length basis, become beneficial owners (through aggregationof holdings of their affiliates and/or on behalf of other

beneficial owners for whom they act as investment advisoror investment manager) of five percent or more of a class ofvoting securities of the Company and, as a result, areconsidered a related party under our Related PartyTransactions Guidelines.


Corporate Governance — What Related Party Transactions Do We Have?

We engaged in the transactions described below withshareholders who owned more than five percent of ourCommon Shares at the time of the transaction and withother related parties, and we may transact such businessduring 2019.

Some of our related party transactions include relatedparties or entities that have purchased from us, or sold to us,insurance or reinsurance. We believe the terms of thesetransactions were no more favorable to either them or usthan the terms made available to unrelated counterparties.As such, they may receive or make claim payments on suchpolicies in the ordinary course of business.

Wellington Management Company LLP providedinvestment management services to some of oursubsidiaries, as well as the Chubb Charitable Foundation, in2018, for which we paid Wellington approximately$10 million. Wellington managed approximately 17 percentof our investment assets during 2018.

BlackRock Inc. entities provided investment managementservices to some of our subsidiaries in 2018, managingapproximately 22 percent of our investment assets and,additionally, approximately $921 million of investment assetsfor our legacy United Kingdom defined benefit and definedcontribution programs. We paid BlackRock approximately$17 million for these services in 2018.

BlackRock affiliates also provide investment managementservices for certain assets within one of our United Kingdompension plans, and receive fees to the extent participants inthe plan choose to invest in BlackRock funds (which areoffered among other investment options through the plan).During 2018, participants in the plan paid approximately$644,000 in management fees to BlackRock. In addition, weinclude BlackRock funds as among the investment optionsthat may be selected by our clients with respect to theirseparate accounts with us. We understand that BlackRockfunds may pay investment management fees to BlackRock,Inc. and/or its affiliates for their services to the funds.

In 2015, our subsidiary Chubb Tempest Reinsurance Ltd. andan affiliate of BlackRock partially funded ABR ReinsuranceCapital Holdings, Inc. (or ABR), a Bermuda reinsuranceholding company. Both Chubb Tempest Reinsurance Ltd.and the BlackRock affiliate invested in common shares ofABR in a private placement. ABR reimbursed Chubb andBlackRock for certain expenses incurred by each of them forthe formation of ABR and its reinsurance subsidiary. Inaddition, Chubb and BlackRock established contractualrelationships with ABR (Chubb in connection withreinsurance and reinsurance operations, and BlackRock inconnection with asset management), and entered into afee-sharing arrangement with each other to equally sharecertain fees payable by ABR pursuant to these contracts. Wepaid BlackRock $1.16 million pursuant to the fee-sharingarrangement in 2018.

Mr. Hernandez, our Lead Director, is a trustee of certainBlackRock Open End Mutual Funds advised by BlackRockAdvisors, LLC. He is not an executive officer of BlackRock

Advisors, LLC or its ultimate parent, BlackRock, Inc., apublicly held company.

Fidelity Management & Research Company (FMR) fundsare included among the investment options that may beselected by our clients with respect to their separateaccounts with us. We understand that FMR funds may payinvestment management fees to FMR and its affiliates fortheir services to the funds. Our outside investment managersalso include FMR funds in some of our subsidiaries’investment portfolios (with fees to FMR deducted fromreturns). In addition, we may invest from time to time inmoney market and other mutual funds managed by FMR orits affiliates.

FMR and its affiliates provide investment managementservices to Chubb Corp. benefit plans, including managingcertain mutual funds offered to participants in Chubb Corp.’slegacy non-qualified deferred compensation plans andmanaging certain investment vehicles in which the ChubbCorp. pension plan has invested. Some of the associated feesare borne by the participants in these plans. We paid anaffiliate of FMR approximately $982,000 for these servicesin 2018.

An affiliate of FMR also provides administrative andrecordkeeping services for our equity compensation plansand employee stock purchase plan. We paid approximately$475,000 for these services in 2018.

According to a Schedule 13G/A filed on February 13, 2019,FMR LLC reported that it beneficially owned less than fivepercent of our Common Shares as of December 31, 2018.

The Vanguard Group (Vanguard) manages a mutual fundoffered to participants in a Chubb Corp. legacy non-qualifieddeferred compensation plan. The associated fees are borneby the participants in the plan.

Aquiline Capital Partners LLC manages three privateinvestment funds in which Company affiliates invest, and itsChief Executive is Jeffrey Greenberg, the brother of ourChairman and CEO, Evan Greenberg. In 2018, we investedapproximately $1.5 million and received approximately$7.2 million in distributions from Aquiline Financial ServicesFund II L.P., a private investment fund managed by AquilineCapital Partners LLC. Our total commitment to this fund is$50 million. In 2018, we invested approximately $8.3 millionand received approximately $17.4 million in distributionsfrom a successor fund, named Aquiline Financial ServicesFund III L.P., with the same management. Our totalcommitment to this fund is $50 million. We also receivedapproximately $36,000 in distributions in 2018 relating to aco-investment transaction involving this fund. Also in 2018we invested approximately $5.2 million in AquilineTechnology Growth Fund L.P., a fund with the samemanagement, and our total commitment to this fund is$25 million.

The Chubb Charitable Foundation—Bermuda, which werefer to as the Chubb Foundation, is an unconsolidatednot-for-profit organization established to strengthen the



community by using its financial resources to activelyaddress social, educational, and other issues of communityconcern in Bermuda. It strives to be consistent in itscommunity support by contributing to those charitableorganizations that are specifically focused on clearly definedneeds and problems. The four trustees of the ChubbFoundation are current employees of the Company. Weannually make contributions to the Chubb Foundation forthem to fund charitable causes in Bermuda. At December 31,2018, the Company maintained a non-interest bearingdemand note receivable of $20.2 million from the ChubbFoundation. The Chubb Foundation has used the relatedproceeds to finance investments in Bermuda real estate,some of which have been rented to Company employees atrates established by independent professional real estateappraisers. The income generated from the real estate willinitially be used to repay the note. However, the primarypurpose of purchasing real estate was to pursue afundamental financial objective of the Chubb Foundation,which is to become a self-funding institution. The real estateassets assist the Chubb Foundation in its endeavors to meetthis goal by producing annual cash income that supports theChubb Foundation’s charitable objectives.

Starr Indemnity & Liability Company and its affiliates(collectively, Starr) have entered into agency, claimsservices, underwriting services and reinsurance agreementswith some of our subsidiaries. Chubb’s insurance companiesaround the world sell insurance through a variety ofdistribution channels, the most significant of which arerelationships with brokers and agents. The Chairman of Starris Maurice Greenberg, the father of our Chairman and CEO,Evan Greenberg. A number of our agreements with Starrpre-dated our acquisition of Chubb Corp. in January 2016. Asa result of the acquisition, we obtained Chubb Corp.’spre-existing business, which included agency agreementsand agreements in which Chubb Corp. was both a cedant toStarr and a reinsurer of Starr.

Under our agency agreements with Starr, we secure theability to sell our insurance policies through Starr, and itprovides us business (in exchange for a commission) as oneof our non-exclusive agents for writing policies, contracts,binders or agreements of insurance or reinsurance classifiedas property, workers’ compensation, boiler and machinery,inland property and/or inland marine risks. C.V. Starr & Co.,of which Maurice Greenberg is the Chairman and CEO, is theultimate parent company of Starr and has guaranteed someof Starr’s obligations under the agency agreements. Under anagency agreement in which we secure the ability to sell ourworkers’ compensation policies to the aviation industrythrough Starr as one of our agents, Starr adjusts the claimsunder these policies and we cede 100 percent of the riskswritten by Starr to one of Starr’s insurance companies.Under another agency agreement we secure the ability to sellour property, boiler and machinery, and inland propertyinsurance policies for specified industries through Starr asone of our agents, and these risks are then pooled with othercompanies for whom Starr underwrites such risks under one

or more reinsurance arrangements. Under another agencyagreement in which we secure the ability to sell our propertyand inland marine risks, including construction, to theenergy industry through Starr as one of our agents, Starradjusts the claims under these policies as well and workswith us to arrange for third party reinsurance coveringsuch program.

The business through Starr applies to risks attaching in theUnited States of America or Canada and worldwide risks forentities domiciled, having their principal places of businessin or conducting a substantial portion of their business in theUnited States or Canada. It includes both direct Starrbusiness and Starr business we assume from third partyreinsurers. In 2018, we generated approximately $411 millionin gross written premiums through the agency, claimsservices and underwriting services agreements with Starrand third party assumptions. We paid Starr a total ofapproximately $84 million in commissions for directStarr business.

We cede a portion of the premiums generated through theStarr agency relationship to Starr as part of our reinsuranceprogram. In 2018, we ceded approximately $188 million inpremiums written to Starr, and collected cedingcommissions of approximately $42 million.

For certain of our agency agreements with Starr we have alsoentered into a profit-sharing arrangement based on lossratios in connection with the program if Starr writes aminimum of $20 million of net written premiums of programbusiness per annum. Profit share amounts are payable onJune 30 of each year. The profit share amount we will pay inany year will depend on how much program business Starrunderwrites on our behalf and the calculation of the profitshare amount. No profit share has been payable yet underthis arrangement. Another agency agreement contains aprofit-sharing arrangement based on the earned premiumsfor the business underwritten by Starr (excluding workers’compensation) and the reinsurance recoveries associatedwith excess of loss reinsurance agreements placed by Starrfor the business underwritten. No profit share commissionunder this arrangement has been payable yet.

In addition, pursuant to a mutual service agreement, Chubbretained one of Starr’s subsidiaries as a consultant andsubcontractor to provide technical services in connectionwith certain insurance products marketed by Chubb. Wepaid approximately $71,200 to Starr in 2018 for such servicesin the United States and Canada. Starr affiliates also provideChubb with corporate insurance coverage for which we paidStarr approximately $230,000 in premiums in 2018.

We have entered into these contracts because we judge themto be good for our business, and our Board has determinedthe relationship to be beneficial to Chubb. Our Nominating &Governance Committee and Board of Directors reviewed andapproved our arrangements with Starr, and receive regularupdates on this relationship. Our CEO is not involved innegotiating the terms of these agreements.



Other related party transactions

A Company subsidiary employs a brother of John Lupica (anamed executive officer of the Company) as a divisionalpresident. Mr. Lupica’s brother was hired in 2000 and wasnot hired by, and does not report directly to, Mr. Lupica. Hiscompensation was established by the Company in

accordance with its compensation practices applicable toemployees with equivalent qualifications and responsibilitiesand holding similar positions. He received salary andincentive compensation valued in the aggregate atapproximately $1,470,000 for 2018. In addition, a Companysubsidiary employs a sister of Mr. Lupica at its conferencefacility; for 2018, she received compensation ofapproximately $144,400.

Did Our Officers And Directors Comply With Section 16(a) BeneficialOwnership Reporting In 2018?

Certain officers, including our executive officers, and the directors of the Company are subject to the reporting requirements ofSection 16 of the Securities and Exchange Act of 1934 (the Exchange Act). We believe that all our directors and Section 16reporting officers complied on a timely basis with filing requirements arising during 2018 under Section 16(a) of the ExchangeAct, except that as a result of inadvertent administrative error, (i) Paul J. Krump filed two late reports on Form 4, one reportingthe vesting of restricted stock units and related acquisition of Common Shares that should have been included in a prior Form 4that had been timely filed, and the other reporting five indirect purchases of Common Shares and two indirect sales of CommonShares through managed accounts in family trusts that had not been previously reported; (ii) Joseph F. Wayland filed one latereport on Form 4 reporting a grant of restricted stock awards; and (iii) John W. Keogh filed one late report on Form 4 reportingan indirect purchase of Common Shares through a managed account in a family trust that had not been previously reported.


Director Compensation

Board of Directors’ Role and CompensationChubb’s Board of Directors represents shareholder intereststhrough overall management of the Company and itsoperations. The Board reviews and approves the Company’sstrategy and supports disciplined execution of these goals,contributing significantly to Chubb’s continued growth andoutstanding short-term and long-term financial performance.

Board members, with the exception of the Chairman andCEO, are not employees of the Company and receive fixedcompensation for their role as directors, committee

members and committee chairs. Board membercompensation is not tied to the achievement of specificcorporate results or performance targets. Instead, theamounts paid are based on the market for boardmembership of our competitors and other insurance andsimilarly-sized companies. The Board does not have absolutediscretion with respect to its own compensation. Each yearshareholders are asked to approve maximum aggregateBoard compensation and our Board explains its intendeduse. See Agenda Item 9.1 for more information.

Elements of Director Compensation

Pay Component 2018 Compensation

Standard CompensationPer year of service from May annual general meetingto the next May annual general meeting

$290,000— $170,000 in restricted stock awards based on the fair

market value of the Company’s Common Shares at the dateof award

— $120,000 in cash, paid quarterly

Committee Chair Retainers Audit Committee $35,000Compensation Committee $25,000Nominating & Governance Committee $20,000Risk & Finance Committee $20,000Paid in quarterly installments

Lead Director Annual Retainer $50,000Paid in quarterly installments

Additional Board Meeting Fees No fees were paid in 2018 for attendance at regular or specialBoard or Committee meetings.

Directors may elect to receive all of their compensation,other than compensation for special meetings, in the form ofrestricted stock awards issued on an annual basis.

Restricted stock will be awarded at beginning of the planyear (i.e., the date of the Annual General Meeting) andbecome non-forfeitable at end of the plan year, provided thatthe grantee has remained a Chubb director continuouslyduring that plan year.

We discontinued the practice of granting deferred restrictedstock units to directors in 2009. We continue to creditdividend equivalents to outstanding deferred restricted stockunits (including deferred market value units held by certainformer Chubb Corp. directors), which were awarded to

directors in prior years, as additional stock units at such timeas cash dividends are paid to holders of our Common Shares,based on the closing price of our Common Shares on thedate dividends are paid. These amounts are reflected forcertain of our directors in the “All Other Compensation”column and footnote 2 of the Director Compensation Table.These amounts are included in total director compensationas calculated for SEC purposes, but relate to awards thatwere granted many years ago.

In addition to the compensation described above, we have amatching contribution program for directors pursuant towhich we will match director charitable contributions toregistered charities, churches and other places of worship orschools up to a maximum of $20,000 per year.


Director Compensation — Board of Directors’ Role and Compensation

In February 2019 the Nominating & Governance Committeeretained Pay Governance to provide a survey and analysis ofdirector compensation. The Committee considered the PayGovernance survey and analysis, and recommended to theBoard, and the Board approved, changes to the OutsideDirectors Compensation Parameters effective as of the dateof the Annual General Meeting. The changes were based on,among other things, a comparison of our compensation

structure to that of our competitors and other insurance andsimilarly-sized companies, and that total directorcompensation was below the median of such companies. Asa result the cash retainer was increased from $120,000 to$125,000 and the equity retainer was increased from$170,000 to $180,000. No other changes were made withrespect to any other element of director compensation.

Director Stock Ownership Requirements

Our Corporate Governance Guidelines specify directorequity ownership requirements to further align theirinterests with our shareholders. Chubb awards independentdirectors restricted stock awards as part of their standardcompensation. The Company requires minimum equityownership of $600,000 for outside directors (based on stockprice on date of award). Each Director has until the fifthanniversary of his or her initial election to the Board ofDirectors to achieve this minimum. Deferred restricted stockunits (which we no longer grant) and restricted stock,whether or not vested, are counted toward achieving thisminimum. Stock options are not counted towards achievingthis minimum. All of our independent directors who have

served for at least five years satisfy Chubb’s director equityownership requirements.

Once a Director has achieved the $600,000 minimum equityownership, this requirement remains satisfied going forwardas long as he or she retains the number of shares valued at$600,000 based on the NYSE closing price for theCompany’s Common Shares as of the date such minimumthreshold is initially met. Any vested shares held by aDirector in excess of the minimum share equivalent may besold at the Director’s discretion after consultation with ourGeneral Counsel. Directors are not permitted to pledge orhedge Common Shares.


Director Compensation — 2018 Director Compensation

2018 Director Compensation

The following table sets forth information concerning director compensation paid or, in the case of restricted stock awards,earned during 2018.

NameFees Earned or Paid

in Cash Stock Awards1All Other

Compensation2 Total

Michael G. Atieh $128,750 $170,000 $118,153 $416,903

Sheila P. Burke $120,000 $170,000 $34,246 $324,246

James I. Cash $120,000 $170,000 $29,280 $319,280

Mary Cirillo3 — $310,000 $60,870 $370,870

Michael P. Connors $145,000 $170,000 $1,000 $316,000

John A. Edwardson4 — $290,000 $20,000 $310,000

Robert M. Hernandez $170,000 $170,000 $91,872 $431,872

Leo F. Mullin5 $30,000 $63,750 $36,019 $129,769

Kimberly A. Ross $90,000 $215,000 $1,000 $306,000

Robert W. Scully6 — $311,875 $20,000 $331,875

Eugene B. Shanks, Jr. $120,000 $170,000 $20,000 $310,000

Theodore E. Shasta $120,000 $170,000 $20,000 $310,000

David H. Sidwell $120,000 $170,000 $20,000 $310,000

Olivier Steimer $140,000 $170,000 $29,901 $339,901

James M. Zimmerman $120,000 $170,000 $20,000 $310,000

1 This column reflects restricted stock awards earned during 2018. Restricted stock awards were granted on the date of the 2018 and 2017 annual general meetings,respectively, and vest on the date of the subsequent year annual general meeting. The grant date fair value of the restricted stock awards for 2018 are based on theCommon Share value of $134.45 and amount to $169,945 for each director. This amount does not include Common Shares received in lieu of cash for annualretainer or committee retainer fees earned, which are described in footnotes three, four and six to this table.

2 Beginning in 2009, we stopped using deferred restricted stock units to compensate our directors. However, certain of our longer-serving directors continue toreceive dividends from deferred restricted stock units issued before 2009. When we pay dividends on our deferred restricted stock units, we issue stock unitsequivalent in value to the dividend payments that they would have received if they held stock. The fair value of the dividend payment on deferred restricted stockunits for each director is as follows: Mr. Atieh ($98,153), Ms. Cirillo ($40,870), Mr. Hernandez ($71,720), Mr. Mullin ($16,019), and Mr. Steimer ($9,901). Thenumber of vested stock units and associated dividend payment accruals that each director held at December 31, 2018 was: Mr. Atieh (34,547), Ms. Cirillo (14,385),Mr. Hernandez (25,244), and Mr. Steimer (3,485). Prior to the Chubb Corp. acquisition, Ms. Burke and Dr. Cash received deferred market value units from ChubbCorp. Each unit has the equivalent value of one share of our common stock. These units are credited with market value units equivalent in value to the dividendpayments they would have received if they held stock. The fair value of the dividend payment on deferred market value units is as follows: Ms. Burke ($29,246)and Dr. Cash ($9,280). The number of vested market value units at December 31, 2018 was: Ms. Burke (10,293) and Dr. Cash (3,266).

Other annual compensation also includes matching contributions made under our matching contribution program for directors (pursuant to which we matchdirector charitable contributions to registered charities, churches and other places of worship or schools up to a maximum amount, which was $20,000 per yearin 2018), personal use of Company aircraft and travel permitted under our spousal travel policy.

3 Included in Ms. Cirillo’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer feeof $120,000 for which she received 893 restricted stock awards and a committee chair retainer of $20,000 for which she received 149 restricted stock awards.

4 Included in Mr. Edwardson’s stock awards is an annual retainer fee of $120,000 for which the director received 893 restricted stock awards, rather than cash, atthe election of the director.

5 Mr. Mullin retired from our Board upon the expiration of his term at the May 2018 annual general meeting.6 Included in Mr. Scully’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer fee

of $120,000 for which he received 893 restricted stock awards and a committee chair retainer of $35,000 for which he received 260 restricted stock awards.


Information About OurShare Ownership

How Many Shares Do Our Directors, Nominees andSEC Executive Officers Own?The following table sets forth information, as of March 25, 2019, with respect to the beneficial ownership of Common Shares byour NEOs, by each of our directors and by all our directors and SEC executive officers as a group. Unless otherwise indicated,the named individual has sole voting and investment power over the Common Shares listed in the Common Shares BeneficiallyOwned column. The Common Shares listed for each director and each NEO, and for all directors and SEC executive officers as agroup, constitute less than one percent of the outstanding Common Shares.

Name of Beneficial OwnerCommon Shares

Beneficially OwnedCommon Shares

Subject to Options1Restricted

Common Shares2

Evan G. Greenberg3 4 8 9 1,062,105 938,998 222,090

Philip V. Bancroft4 8 9 214,947 79,781 39,581

John W. Keogh3 8 131,712 183,149 95,371

Paul J. Krump8 9 10 74,224 17,001 33,636

John J. Lupica3 8 107,394 141,065 65,611

Michael G. Atieh3 5 6 19,067 — 1,264

Sheila P. Burke11 12 2,079 — 1,264

James I. Cash11 12 1,881 — 1,264

Mary Cirillo6 20,338 — 2,306

Michael P. Connors 11,114 — 1,264

John A. Edwardson 6,827 — 2,157

Robert M. Hernandez5 6 73,373 — 1,264

Kimberly A. Ross 6,859 — 1,264

Robert W. Scully7 27,052 — 2,417

Eugene B. Shanks, Jr. 8,204 — 1,264

Theodore E. Shasta 10,191 — 1,264

David H. Sidwell 7,985 — 1,264

Olivier Steimer6 15,320 — 1,264

James M. Zimmerman12 5,152 — 1,264

All directors and SEC executive officers as a group (23 individuals) 2,144,688 1,669,749 608,722

1 Represents Common Shares that the individual has the right to acquire within 60 days of March 25, 2019 through option exercises.2 Represents Common Shares with respect to which the individual has the power to vote (but not to dispose of).3 Messrs. Atieh, Greenberg, Keogh and Lupica share with other persons the power to vote and/or dispose of 341 shares, 97,528 shares, 2,702 shares and 35,700

shares, respectively, of the Common Shares listed. Of the Common Shares listed as held by all directors and executive officers as a group (including those in theimmediately preceding sentence), the power to vote and/or dispose of 139,606 Common Shares is shared with other persons.

4 Mr. Greenberg has pledged 240,000 of the Common Shares beneficially owned by him and Mr. Bancroft has pledged 41,000 of the Common Shares beneficiallyowned by him. In each case, such pledging is consistent with the share pledging policy adopted by the Company under which, effective January 2017, newpledging of any Chubb shares by executive officers and directors is prohibited.

5 Included in these amounts are Common Shares that will be issued to the director immediately upon his or her termination from the Board. These CommonShares relate to vested stock units granted as directors compensation and associated dividend reinvestment accruals. The number of such Common Shares atMarch 25, 2019 included in the above table for each director is as follows: Mr. Atieh (14,788) and Mr. Hernandez (10,967).

6 Not included in these amounts are Common Shares that will be issued to the director no earlier than six months following his or her termination from the Board.Such Common Shares relate to deferred restricted stock units granted as directors compensation and associated dividend reinvestment accruals. The number ofsuch Common Shares at March 25, 2019 not included in the above table for each director is as follows: Mr. Atieh (19,953), Ms. Cirillo (14,466), Mr. Hernandez(14,358), and Mr. Steimer (3,504).

7 Includes 2,775 shares held by Mr. Scully’s daughter, of which Mr. Scully disclaims beneficial ownership.8 Not included in these amounts are Restricted Common Shares representing a premium performance award with respect to the performance restricted stock

awards granted in 2015, 2016, 2017, 2018 and 2019. Such Restricted Common Shares will vest on the fourth anniversary for the 2015 to 2016 awards and on thethird anniversary for the 2017, 2018 and 2019 awards, subject to the satisfaction of certain service and performance based criteria. Shares will not be entitled tovote until vested. Dividends will be accumulated and distributed only when, and to the extent, that the shares have vested. The number of such RestrictedCommon Shares at March 25, 2019 not included in the above table for each NEO is as follows: Mr. Greenberg (242,458), Mr. Bancroft (38,113), Mr. Keogh (81,111),Mr. Krump (25,880) and Mr. Lupica (54,960).

9 Not included in these amounts are Restricted Stock Unit (RSU) awards granted in 2016, 2017, 2018 and 2019 for Mr. Greenberg and in 2018 and 2019 forMessrs. Bancroft and Krump. Such RSUs will vest evenly over four years. RSUs will not be entitled to vote until vested. Upon vesting, one Common Share will bedelivered for each vested RSU. The number of such RSUs at March 25, 2019 not included in the above table for each NEO is as follows: Mr. Greenberg (41,452),Mr. Bancroft (6,647) and Mr. Krump (8,870).


Information About Our Share Ownership — How Many Shares Do Our Directors, Nominees And SEC Executive Officers Own?

10 Not included are 9,685 fully vested Deferred Stock Units, but will not be payable, unless further deferred, until 6 months after separation from service.11 Not included in these amounts are fully vested Market Value Units payable in Common Shares that will be paid out 3 months after separation from service, unless

further deferred by the director. The number of such Common Shares at March 25, 2019 for each director is as follows: Ms. Burke (10,351) and Dr. Cash (3,284).12 Not included in these amounts are fully vested Deferred Stock Units, but will not be payable, unless further deferred by the participant, until the 90th day after

the earliest to occur of the directors (i) death, (ii) disability, or (iii) separation from service. The number of such Common Shares at March 25, 2019 for eachdirector is as follows: Ms. Burke (28,837), Dr. Cash (16,051) and Mr. Zimmerman (17,078).

Which Shareholders Own More Than Five Percent Of Our Shares?

The following table sets forth information regarding each person, including corporate groups, known to us to own beneficiallyor of record more than five percent of our outstanding Common Shares as of December 31, 2018.

Name and Address of Beneficial OwnerNumber of Shares

Beneficially OwnedPercent of

Class

The Vanguard Group1 38,234,960 8.29%100 Vanguard Blvd.Malvern, Pennsylvania 19355

Wellington Management Group LLP2 31,405,197 6.82%280 Congress StreetBoston, Massachusetts 02210

BlackRock Inc.3 31,252,910 6.80%55 East 52nd StreetNew York, New York 10055

1 Based on a Schedule 13G/A filed by The Vanguard Group on February 11, 2019. The Vanguard Group, together with certain of its wholly-owned subsidiaries actingas investment managers, may be deemed to have had beneficial ownership of 38,234,960 shares of common stock. The Vanguard Group had shared voting powerover 122,221 shares, sole voting power over 534,030 shares, sole dispositive power over 37,586,500 shares, and shared dispositive power over 648,460 shares.

2 Based on a Schedule 13G/A filed by Wellington Management Group LLP on February 12, 2019. Wellington Management may be deemed to have had beneficialownership of 31,405,197 shares of common stock that are owned by investment advisory clients, none of which is known to have such interest with respect tomore than five percent of the class of shares. Wellington Management had shared voting authority over 8,938,401 shares and shared dispositive power over31,405,197 shares.

3 Based on a Schedule 13G/A filed by BlackRock Inc. on February 4, 2019. BlackRock, together with certain of its affiliates, may be deemed to have had beneficialownership of 31,252,910 shares of common stock. No one person was known to have an interest with respect to more than five percent of the class of shares.BlackRock had sole voting power over 26,639,247 shares.


Compensation CommitteeReport

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxystatement with management. Based on our review and discussions with management, the Compensation Committeerecommended to the Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement forthe 2019 Annual General Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

This report has been approved by all members of the Committee.

Michael P. Connors, Chair

Mary Cirillo

Robert M. Hernandez

James M. Zimmerman


Executive CompensationCompensation Discussion & Analysis

Executive Summary 67

Compensation Program Overview 74

Our Compensation Philosophy 74

What We Reward: Individual and CompanyPerformance Criteria 75

Components of Total Direct Compensation 76

Compensation Practices and Policies 77

The Relationship of Compensation to Risk 79

How We Use Peer Group Data inDetermining Compensation 81

How We Determine Total DirectCompensation Pay Mix 82

Elements of Total Direct Compensation 83

Variable Compensation 83

Stock Option and Restricted Stock Grants:Timing and Pricing 86

How We Determine and Approve NEOCompensation 87

2018 NEO Total Direct Compensation andPerformance Summary 89

Executive Compensation Tables 95

The following Compensation Discussion & Analysis describesthe 2018 compensation program for our named executiveofficers (NEOs). For 2018, our named executive officers were:

Evan G. Greenberg

Chairman, President andChief Executive Officer

Philip V. Bancroft

Chief Financial Officer

John W. Keogh

Executive Vice Chairman andChief Operating Officer

Paul J. Krump

President, North America Commercial andPersonal Insurance

John J. Lupica

Vice Chairman;President, North America Major Accountsand Specialty Insurance

Our NEOs are determined based on applicable SEC rules. OurExecutive Management as determined under Swiss law consistsof the first three officers above, but not Messrs. Krump orLupica. Joseph F. Wayland, our General Counsel, is part ofExecutive Management under Swiss law but is not an NEOthis year.


Executive Compensation — Executive Summary

Executive Summary

The Compensation Discussion & Analysis section of this proxy statement includes certain financial measures, including thoseconsidered in connection with compensation decisions, that are not presented in accordance with generally accepted accountingprinciples in the U.S. (U.S. GAAP), known as non-GAAP financial measures. These non-GAAP financial measures include coreoperating income, core operating return on equity, P&C combined ratio, tangible book value per share and book value and tangiblebook value per share excluding mark-to-market. More information on the rationale for the use of these measures and reconciliationsto U.S. GAAP can be found in “Non-GAAP Financial Measures” on page 120 of this proxy statement.

Executive Summary

In 2018 our management team delivered strong financial performance on both an absolute basis and relative to our peers. Ourfinancial results were influenced, although to a lesser extent than in 2017, by severe natural catastrophes that affected the globalP&C insurance industry, including multiple large wildfires in California, hurricanes in the U.S. and Caribbean, typhoons in Asia,windstorms in Australia and other severe weather events around the world. Nevertheless, through disciplined underwriting,risk selection and enterprise-wide risk management, the Company generated strong financial results while providing industry-leading claims service to our policyholders and supporting them in their time of need. Management also remained focused onthe future and continued to position Chubb for long-term growth and shareholder value creation through its execution ofestablished and opportunistic strategic objectives.

In consideration of these accomplishments, the Board approved an increase to variable compensation (and thus totalcompensation) for our named executive officers (NEOs) compared to prior year. The Board increased our CEO’s annual cashbonus by 11 percent, but the amount remained 8 percent less than 2016 due to the impact of natural catastrophes on our 2018financial results. Additionally, our CEO’s long-term incentive equity awards, which had been flat since 2014, increased modestlycompared to prior year.

The Board’s compensation decisions and recommendations for 2018 reflect the Company’s philosophy to closely linkcompensation to performance, ensuring that our leadership team remains highly motivated, and strongly aligning remunerationoutcomes with the creation of shareholder value. The success of this philosophy is demonstrated not only in this year’s solidresults that as a whole improved upon 2017, but in consistent year-over-year strong financial results and operational excellence,as well as long-term stock price performance. Over the past 15 years, under Evan Greenberg’s leadership, the Company has hadoutstanding growth in tangible book value per share, an industry-leading combined ratio and strong Total Shareholder Return(TSR) as measured against our peers.



Our CEO Compensation Process

Our CEO, Evan Greenberg, has led the Company to extraordinary success over his tenure. That success continued in 2018 withoutstanding financial and strategic results. His compensation reflects that success but takes into consideration the significantnatural catastrophes that marked 2018 and their impact on financial performance.





2. Set CEO Goals



PerformanceShares



Base Salary

PerformanceShares



Base Salary

2017: $18.7 Million 6.0%












Shareholder Value

Total Shareholder








on Equity




2018: $19.8 Million



Pay-for-Performance Framework

Each NEO has an annual cash incentive and long-term incentive opportunity.

Annual Cash Incentive Long-Term/Equity Incentive

CEO 0–5X base salary 0–9X base salary

Other NEOs 0–3X base salary 0–5X base salary

To achieve the top of the ranges described above, relative Company performance should fall in the upper quartile of theFinancial Performance Peer Group and absolute performance should exceed plan and prior year. The above ranges may beexceeded in the judgment of the Compensation Committee if relative Company performance substantially exceeds the FinancialPerformance Peer Group and absolute performance substantially exceeds plan and prior year.

Why Vote “For” Say-on-Pay?

In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight thefollowing key factors:

Strong financial performance both in absolute terms and relative to our peers in the second consecutive year ofsevere catastrophe losses affecting the global P&C insurance industry, including:

• Net income of $4.0 billion ($8.49 pershare), up from $3.9 billion ($8.19 pershare) in 2017, or 2.6%. Coreoperating income was $4.4 billion($9.44 per share), up from$3.8 billion ($8.03 per share) in 2017,or 16.5%. 2018 after-tax catastrophelosses were $1.35 billion ($2.90 pershare impact)

• Industry-leading P&C combined ratioof 90.6% in 2018 compared to 94.7%in 2017, a 4.1 point improvement

• Book value per share decreased 0.7%and tangible book value per shareincreased 0.03%, each impactedunfavorably by the mark-to-marketeffect of rising interest rates on ourinvestment portfolio and foreignexchange. Excluding themark-to-market impact, book valueand tangible book value per shareincreased 2.7% and 5.8%,respectively

• Return on equity (ROE) was 7.8% ineach of 2018 and 2017; core operatingROE was 8.7% in 2018 and 7.8% in2017, an increase of 11.5%

• One-year and three-year annualizedTSR, which include stock priceappreciation plus reinvesteddividends, were down 9.6% and up5.6%, respectively, and were eachaffected by periods in 2018 of stockmarket volatility; cumulative three-year TSR was 17.8%

Successfully executed on significant strategic and operational goals and initiatives, including:

• Established new distributionpartnerships to expand globalpresence and growth potential,including a long-term bancassurancearrangement with Citibanamex inMexico and a strategic distributionpartnership with Grab, a leadingon-demand transportation andfintech platform in Southeast Asia

• Executed on our global middlemarket and small commercialstrategy to reach new customers andgrow our business andgeographic footprint

• Completed Chubb Corp. merger-related underwriting actions to shedbusiness not meeting our riskappetite or standards

• Continued to drive for rate andprofitability in our portfolio byproduct and customer segment whilemaintaining excellence inunderwriting and servicingcustomers and distribution partners(with commercial and personal linescustomer retention rates at or aboveall-time highs)

• Developed digital distribution, dataanalytics and technologicalcapabilities in line with our multi-year strategy to position Chubb as anenterprise built for the digital age

• Improved our gender balance andmulti-cultural representation in keyleadership roles and continued toenhance our culture of diversity andinclusion

• Developed our ESG profile andincreased disclosure of ourresponsible citizenship initiatives (see“Citizenship at Chubb” on page 46for details)



How Our Compensation Program Works

What We Reward

• Superior operating and financialperformance, as measured againstour peers, prior year performanceand Board-approved plan

• Achievement of strategic goals

• Superior underwriting and riskmanagement in all ourbusiness activities

How We Link Pay to Performance

• Core link: Performance measuredacross 4 key metrics, againstpeers, prior year performance andBoard-approved plan—Tangible book value per

share growth—Core operating return on equity—Core operating income—P&C combined ratio

• TSR modifier

• Consideration of strategicachievements, including executionof key non-financial objectives

How We Paid

CEO total pay

• $19.8 million, up 6% vs. 2017

• Flat vs. 2016

Other NEO total pay



• Includes two special recognitionperformance share award grants($750,000 in the aggregate) thatwill not be taken into account infuture compensation decisions

Compensation Profile

Approximately 93 percent of our CEO’s and 85 percent of our other NEOs’ total direct compensation is variable or “at-risk.”

CEO Total Direct Compensation


Stock Options 25%




At-Risk Pay 93%

Base Salary 7%

Other NEOs Total Direct Compensation


Stock Options 23%




At-Risk Pay 85%

Base Salary 15%



How We Use Peer Groups

We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insuranceindustry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our compensation withcompanies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes(Compensation Benchmarking Peer Group).

Financial PerformancePeer Group*




• The Hartford Financial ServicesGroup, Inc.


• Zurich Financial Services Group




• Aon plc

• Bank of America Corporation

• The Bank of New York Mellon

• BlackRock, Inc.

• Cigna Corp.

• Citigroup Inc.

• The Goldman Sachs Group, Inc.

• Marsh & McLennan Companies, Inc.

• MetLife, Inc.

• Morgan Stanley



* XL Group plc was removed from the peer group due to its 2018 acquisition by AXA S.A. The Allstate Corporation has been added to this peergroup for 2019. Allstate was not included in this peer group for 2018 and was not taken into account for purposes of evaluating Chubb’s 2018relative performance against the Financial Performance Peer Group. For further information, see “How We Use Peer Group Data inDetermining Compensation” in this Compensation Discussion & Analysis.



Long-Term Performance Highlights

Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industrypeers. The following charts reflect our performance across key financial and operating measures starting in 2004 when EvanGreenberg became CEO of the Company.

Core Operating Income Core Operating ROE2004-2018 Core Operating Income against Financial Performance PeerGroup average (indexed to Chubb 2004 core operating income)*

2004-2018 Core Operating ROE against Financial Performance PeerGroup average

$6B

$3B

$0B

$-3B

$-6B2004 2008 2013 2018

20%

10%

0%

-10%

-20%2004 2008 2013 2018

* Chubb core operating income grew from $1 billion in 2004 to $4.4 billion in 2018 (341%).Average peer generated only $609 million of core operating income in 2018 for every$1 billion of core operating income in 2004 (-39%). Zurich Financial Services Group ispresented with net income because it does not use core operating income as afinancial measure.

Total Shareholder Return P&C Combined Ratio2004-2018 TSR against Financial Performance Peer Group average* 2004-2018 P&C Combined Ratio against Financial Performance Peer

Group average

$200

$150

$100

$50

$02004 2008 2013 2018

120%

110%

100%

90%

80%2004 2008 2013 2018

* An investment in one Chubb share on January 1, 2004 ($41.15) was worth $178.35 atDecember 31, 2018 (including dividend reinvestment), versus $88.47 for the same amountinvested in the average share of our peers.

Chubb Peer Average

Source: SNL and company disclosures

Book Value per Share & Tangible Book Value per Share

2004-2018 BVPS and TBVPS

Book Value per Share

Tangible Book Value per Share

BVPS CAGR: 9.1% / TBVPS CAGR: 7.9%

$68.17

$54.25

$48.66

$40.05

$41.83

$33.13

$34.64

$26.02

$32.50

$22.70

$43.02

$31.79

$58.10

$46.42

$72.22

$57.97

$80.90

$66.28

$84.83

$68.93

$90.02

$72.61

$89.77

$72.25

$103.60

$60.64

$110.32

$65.87

$109.56

$65.89

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018



2018 Performance: Key Metrics and Strategic Achievements

The Compensation Committee evaluates our performance across the following key metrics relative to our FinancialPerformance Peer Group, Board-approved plan and prior year performance.

Our relative performance averaged across the key metrics described below was at the 66th percentile of our FinancialPerformance Peer Group. Our results were impacted, although to a lesser extent than in 2017, by after-tax catastrophe losses of$1.35 billion ($2.90 per share). The Company continued to produce strong financial results in 2018, but as a result of thecatastrophes and other relevant factors described below, 2018 results did not exceed plan on our key metrics and did notexceed prior year on tangible book value per share growth and TSR.

Tangible bookvalue per sharegrowth

0.03% Relative performance was at the 100th percentile, exceeding each member ofour Financial Performance Peer Group. Absolute performance was below planand prior year primarily due to catastrophe losses and the mark-to-marketimpact of rising interest rates on our investment portfolio and foreignexchange. Excluding the mark-to-market impact, book value and tangible bookvalue per share increased 2.7% and 5.8%, respectively, for the year.

Core operatingreturn on equity

8.7% Relative performance was at the 35th percentile of our Financial PerformancePeer Group. Absolute performance was below plan due to the impact ofcatastrophe losses but increased from prior year by 11.5%.

Core operatingincome

$4.4B Relative performance was at the 30th percentile of our Financial Performance PeerGroup in large part due to the year-over-year volatility of core operating incomegrowth of several of our peers. Absolute performance was below plan due to theimpact of catastrophe losses but exceeded prior year by 16.5%.

P&C combinedratio

90.6% Relative performance was at the 100th percentile, exceeding each member ofour Financial Performance Peer Group. Absolute performance was below plandue to the impact of catastrophe losses but was better than prior year by4.1 points.

Total ShareholderReturn

-9.6% 1-year5.6% 3-year

Relative to our Financial Performance Peer Group, 1-year TSR was at the 75thpercentile and 3-year annualized TSR was at the 54th percentile. While absoluteperformance for each of 1-year and 3-year annualized TSR was below prior year,the cumulative 3-year TSR was 17.8% compared to a peer group average of 15.4%.

Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategicobjectives, including those related to pursuing new channels of distribution, executing on growth initiatives, furthering ourdigital and technological capability, and fulfilling our commitment to responsible citizenship. See “Why Vote ‘For’ Say-on-Pay?”on page 69 for additional information on these achievements.

2018 Compensation Decisions

Using our pay-for-performance framework and recognizing both 2018 results as measured by the key metrics, as well as theCompany’s strategic achievements, the Compensation Committee awarded to our CEO an annual cash bonus at 4.4X basesalary and granted long-term incentive equity awards at 8.8X base salary. Our other NEOs were awarded annual cashbonuses at 1.7X to 2.6X base salary and granted long-term incentive equity awards at 2.9X to 4.4X base salary.

The increase in the CEO’s annual cash bonus by 11% reflected the Company’s improved financial performance compared toprior year. The cash bonus remained 8% less than 2016 due to the impact that natural catastrophes had on our 2018financial results. The Board further determined to increase the CEO’s long-term incentive equity awards by 4%. In part, theBoard considered that these awards had been flat for the prior four years. The Board also considered the forward-lookingnature of such awards, consistent with the Company’s compensation practices of linking pay with the long-termperformance of the Company and aligning a significant portion of compensation with the creation of shareholder value. TheBoard also determined to grant special recognition performance share awards to two of our NEOs, as described on page 84.These awards will not be considered part of the NEOs’ annual run rate compensation in determining future compensation.


Executive Compensation — Compensation Program Overview

Compensation Program Overview

Our Compensation Philosophy

We structure our compensation program to fairlycompensate our management and to enhance shareholdervalue by continuing to closely align our executivecompensation program and practices with the interests ofour shareholders.

Our compensation practices balance long-term and short-term awards. We seek to closely link pay to Companyperformance. We believe this encourages business decision-making aligned with the long-term interests of the Companyand our shareholders, without encouraging or rewardingexcessive risk. We also vary and adjust our compensationstructure and components to support the human resourcerequirements of our business in all the markets, globally, inwhich we operate.

Our goal is to attract and retain highly qualified executiveswho are talented, experienced, disciplined, motivated and ofthe highest integrity. We compete for talent with propertyand casualty insurers, specialty insurers, and financialservices companies worldwide. Given the complexity andglobal nature of our business, as well as the enhancedresponsibilities for our executives resulting from the size andscale of our business, our compensation practices mustenable us to attract the highest caliber executives withspecific capabilities such as knowledge of internationalinsurance markets and the ability to effectively manageteams and organizations in multiple geographies around theworld. We strive to develop and administer compensationpractices that enable us to retain and motivate top talent inthe markets in which we operate while, at the same time,administering integrated compensation practices for ouremployees globally.

As our business performance and industry reputationcontinue to grow in comparison with our peer companies,we have become a potential source of talent for peercompanies. This has made retention of our executives andother employees even more challenging and continues to bea critical priority.

Say-on-Pay Voting

In accordance with U.S. law and Swiss law, shareholders atthe Annual General Meeting will have two votes on executivecompensation and one vote for our Board of Directors’compensation. One executive compensation vote is thesay-on-pay vote under U.S. SEC rules in Agenda Item 10. Theother executive compensation vote (Agenda Item 9.2) andthe director compensation vote (Agenda Item 9.1) aresay-on-pay votes under Swiss law and are described in therespective agenda items.

What is the difference between the two say-on-payvotes for executives (U.S. and Swiss)?

Generally speaking, the Swiss vote is forward-looking—meaning that shareholders will pre-approve the maximumamount payable (including base, bonus and equity, and allother compensation, including contributions to retirementplans and any perquisites) to Executive Management for thenext calendar year (2020). The calendar year maximumamount includes the base salary that is earned during theyear, plus the related bonus award and equity grant, thevalues of which are determined by the CompensationCommittee based on its assessment of the prior-yearperformance. It is also important to note that the Swiss voteis binding on the Company. If this vote were to not pass, wewould hold another shareholder meeting in order to securebinding approval for the following year’s compensation.

The U.S. SEC vote gives shareholders a voice through anadvisory vote on our executive compensation. It is generallyretrospective, meaning that shareholders are asked to reviewthe Compensation Discussion & Analysis, the SummaryCompensation Table and other compensation tables andnarrative disclosures, and vote to approve executivecompensation for the prior calendar year (2018).

We believe our shareholders will benefit from these multiplesay-on-pay votes. Our Board and Compensation Committeevalue and will use this feedback to continually evolve ourcompensation programs.

2018 U.S. SEC Say-on-Pay Advisory Vote andShareholder Outreach

Although the U.S. SEC say-on-pay advisory vote isnon-binding, the Compensation Committee will continue toconsider the outcome of this vote each year when makingcompensation decisions for our CEO and other NEOs. At ourannual general meeting of shareholders held on May 17,2018, approximately 97 percent of the shareholders whovoted on the U.S. SEC say-on-pay proposal approved thecompensation of our NEOs.

Similar to past years as part of our regular shareholderoutreach process, we actively engaged with our shareholdersafter the 2018 annual general meeting to assist ourshareholders in understanding Chubb and to discuss andsolicit feedback about corporate governance and executivecompensation matters. We requested outreach meetingswith our 50 largest shareholders, representingapproximately 62 percent of our outstanding CommonShares, as well as major proxy advisory firms. Shareholdersrepresenting approximately 51 percent of our outstandingCommon Shares responded, and those representing



approximately 41 percent of our outstanding CommonShares accepted our request for engagement. TheCompensation Committee takes into account ourshareholders’ input in its consideration of compensation anddisclosure matters. In our engagement sessions,shareholders have responded positively to the significantrevisions made in 2017 to the vesting criteria and otherparameters of our performance share plan that were basedin part upon consideration of best practices and shareholderfeedback. For additional information on our shareholderoutreach program, see “Corporate Governance—GovernancePractices and Policies that Guide Our Actions—ShareholderOutreach Program”.

What We Reward: Individual and CompanyPerformance Criteria

Our compensation practices are designed to reward bothindividual and Company performance, based onthe following:

Individual Performance Criteria:

• Personal contribution to both short-term and long-termbusiness results

• Successful execution of key strategic objectives

• Demonstrated leadership capability

• Demonstrated application of relevant technical expertise

• Ethical conduct, regulatory compliance and mitigation ofunnecessary risk

Company Performance Criteria:

Company performance is measured in absolute terms versusthe financial plan as approved by the Board, as well as versusprior year results, and in relative terms in comparison withthe performance of peer companies in our FinancialPerformance Peer Group, across the following key metrics:

• Tangible book value per share growth

• Core operating return on equity

• Core operating income

• P&C combined ratio

Consideration is also given to 1-year and 3-yearTSR performance.

Additional information on how the CompensationCommittee evaluates absolute and relative performanceacross these metrics can be found in “2018 Performance: KeyMetrics and Strategic Achievements” and “2018Compensation Decisions” in the Executive Summary of thisCompensation Discussion & Analysis.



Components of Total Direct Compensation

Each NEO has a total direct compensation opportunity, which we deliver through three components that constitute what werefer to as total direct compensation:

Total Direct Compensation

Component What We Reward Target Opportunity Range What It Achieves

Fix

ed c

om

pen

sati

on

Base salary

Annual base salary, which isclosely tied to role andmarket.

Base salary is targeted at themedian of our compensationpeer group and industrypeers.

Provides a competitivemarket-based level of fixedcompensation.

Var

iab

le c

om

pen

sati

on

Cash bonus

Each NEO’s annual cashbonus is based on the prioryear’s performance, asmeasured against:

• Individual PerformanceCriteria;

• Company PerformanceCriteria; and

• for some NEOs, theperformance of theoperating unit(s) directlymanaged by the NEO.

The specific annual cashbonus opportunity for eachNEO ranges from zero to300 percent of annual basesalary based on performance.

The specific annual cashbonus opportunity for theCEO ranges from zero to500 percent of annual basesalary based on performance.

Ties officer pay to annualcorporate and individualperformance.

Long-termincentiveequity awards

Stock options (time-based)

Restricted stock(time-based)

Performance-basedrestricted stock

• Target Awards• Premium Awards

The value of each NEO’s long-term incentive compensationaward is based on the prioryear’s performance, asmeasured against:

• Individual PerformanceCriteria;

• Company PerformanceCriteria; and

• for some NEOs, theperformance of theoperating unit(s) directlymanaged by the NEO.

The ultimate value realizedfrom these awards is based onthe Company’s stock priceperformance as well as, withrespect to performance-basedrestricted stock, relative pershare tangible book valuegrowth and relative P&Ccombined ratio performanceover time. Premium Awardsare also subject to aTSR modifier.

The value of the award isdetermined as a percentage ofannual base salary. This variesgreatly among NEOsdepending on position andperformance but has beentargeted to be between200 percent and 500 percentof annual base salary.

The value of the award for theCEO may go up to900 percent of annual basesalary.

Ties the current year’s awardsto future performance.

The Committee determines aspecific long-term incentiveequity award for each NEOthat is linked both to currentyear performance and multi-year future performance.

Stock options reward stockprice appreciation.

Restricted stock (time-based)aligns executive interests withthose of shareholders,provides ownership andsupports executive retention.

Performance-based restrictedstock encourages superiorgrowth in tangible book valueper share and a strong P&Ccombined ratio.



Other Compensation

NEOs automatically participate in Company-sponsored qualified retirement plans. They are also eligible to participate inCompany-sponsored non-qualified deferred compensation plans. Under the non-qualified deferred compensation plans, theNEOs may elect to defer annual base salary and annual cash bonus and direct those deferrals to investment options that mirrorthose offered in our qualified defined contribution plans, to the extent permissible under applicable tax laws.

Our NEOs do not participate in any Company-sponsored defined benefit plans, which are often referred to as pension plans,other than Mr. Krump, who participates in the Chubb Corp. pension plans assumed by the Company in connection with theChubb Corp. acquisition. For more information, see “Pension Benefits” on page 102.

Perquisites are not considered part of total direct compensation. They are discussed in footnote 4 of the SummaryCompensation Table beginning on page 95.

Compensation Practices and Policies

Stock Ownership Guidelines for Our NEOs

We established and annually review and communicate ourstock ownership guidelines for officers. The guidelines setstock ownership goals as a multiple of annual base salaryas follows:

• CEO: seven times annual base salary

• Direct reports to the CEO, including all NEOs (other thanthe CEO) and other operating unit presidents: four timesannual base salary

• Executive Vice Presidents: three times annual base salary

• Senior Vice Presidents earning base salaries of $250,000 ormore: two times annual base salary

Shares of vested and unvested stock, excluding performanceshares and options, count toward the ownershiprequirement. Shares of restricted stock are valued at thecurrent market price. Also, an officer must retain at least50 percent of all shares acquired on the vesting of equityawards or the exercise of stock options until reaching his orher required guideline.

Ownership guidelines for NEOs are mandatory. All of ourNEOs are in compliance with our stock ownershipguidelines, and all of them own an amount of CommonShares considerably in excess of the required amount.

Hedging Prohibitions

The Company prohibits NEOs (as well as directors andemployees) from engaging in the following potential hedgingstrategies with respect to Chubb securities: short selling,short-term speculation, such as day trading, purchases andsales of options involving Chubb securities and trading inhybrid or derivative securities based on Chubb securities,such as straddles, equity swaps or exchange funds, otherthan securities issued by Chubb.

Share Pledging

Effective January 2017, new pledging of any Chubb shares byexecutive officers (including NEOs) and directors isprohibited. This pledging policy is more restrictive than ourprior policy, which prohibited executive officers (includingNEOs) and directors from pledging shares in excess of theirminimum shareholding requirement.

Clawback Policy

The Company has enacted a revised clawback policycovering our executive officers. This policy provides for theforfeiture, or clawback, of all incentive compensation awards(cash bonus and equity, vested and unvested) reaching backto the year misconduct occurs for any covered officer whodeliberately commits fraud or other intentional misconduct(i) materially related to a financial restatement or (ii) inconnection with the officer’s scope of employment thatresults in material financial or reputational harm to Chubb.The policy also covers misconduct and compensation forsuch executive officers before they became covered officersunder the policy. This revised clawback policy was adoptedin February 2018 but applies to awards granted prior to itsadoption and as revised is more robust than our formerclawback policy adopted in 2009.

Impact of Tax Treatments onCompensation

Prior to 2018, Internal Revenue Code (the Code) Section 162(m)limited the deductibility of annual compensation in excess of$1 million paid to “covered employees” (as defined by theCode) of the Company unless the compensation satisfied anexception, such as the exception for performance-basedcompensation. Performance-based compensation generallyincluded only payments that are contingent on achievement ofperformance objectives and excluded fixed orguaranteed payments.


Executive Compensation — Compensation Practices and Policies

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (theTax Reform Act) was enacted, which, among other things,repealed the performance-based compensation exceptionand expanded the definition of covered employees. Thechanges to Section 162(m) are effective for taxable yearsbeginning after December 31, 2017. As a result, allcompensation in excess of $1 million paid to coveredemployees (as defined in the Tax Reform Act) during the2018 tax year and each year thereafter will no longer bedeductible by the Company even if such compensation isperformance-based compensation (except as providedpursuant to the transition rule described on this page). For2017 and prior, our covered employees included the CEOand other NEOs (but not the CFO) who were executiveofficers as of the last day of our fiscal year. For 2018 andthereafter, our covered employees will generally includeanyone who (i) was the CEO or CFO at any time during theyear, (ii) was one of the other NEOs who were executiveofficers as of the last day of the fiscal year and (iii) was acovered employee for any previous year after 2016.

Regardless of the elimination of the Section 162(m) exceptionfor performance-based compensation, the CompensationCommittee will continue to consider and closely link

executive compensation to Company performance in thedesign of our executive compensation program, asdeductibility was not the sole factor used in determiningappropriate levels or methods of compensation.

The Tax Reform Act does include a transition rule so thatthese changes do not apply to compensation paid pursuantto a “binding written contract” that was in effect onNovember 2, 2017 and that was not materially modified on orafter such date. For amounts paid under contracts in effecton November 2, 2017 that were intended to constituteperformance-based compensation, the CompensationCommittee will continue to consider the performance-basedcompensation exception when making determinations ofperformance under those contracts.

Impact of Accounting Treatment

The Company accounts for employee stock options and itsemployee stock purchase plan in accordance with generallyaccepted accounting principles. For further information onstock-based compensation, see note 11 to our consolidatedfinancial statements included in our Annual Report onForm 10-K for the year ended December 31, 2018.


Executive Compensation — The Relationship of Compensation to Risk

The Relationship of Compensation to RiskChubb’s compensation practices take into account riskmanagement and broadly align total compensation with themedium-term and long-term financial results of theCompany. The key objectives of our compensation programfor executives are:

(1) to emphasize long-term performance and value creationthat, while not immune to short-term financial results,encourages sensible risk-taking in pursuit of superior long-term operating performance;

(2) to assure that executives do not take imprudent risks toachieve compensation goals; and

(3) to provide, to the extent practicable, that executives arenot rewarded with short-term compensation for risk-takingactions that may not manifest in outcomes until after thecompensation is paid.

Sound corporate governance through the institution orprohibition of certain policies and practices, as well as ourCompensation Committee’s continuous oversight of ourcompensation program’s design and effectiveness, ensurethat these key objectives are fulfilled.

For bonus-eligible officers and employees below theexecutive level, the cash incentive pool and equity poolavailable for distribution within each operating unit duringthe annual compensation cycle are based on a blend ofoverall Company performance and operating unitperformance, as defined by a range of metrics taking intoaccount short-term, medium-term and long-term results onboth a relative and absolute basis.

Annual Board Committee Review ofExecutive Compensation Practices

The Chair of the Compensation Committee meets annuallywith the Risk & Finance Committee of the Board of Directorsto conduct a risk assessment of our executive compensationpractices and discuss how specific business risks of concernto the Risk & Finance Committee are taken into account andmitigated as part of the compensation risk analysis and ourcompensation structure. Chubb’s management, includingleaders in legal and human resources, provide a riskassessment of our compensation program to theCompensation Committee for its review. Additionally, theCompensation Committee considers the following factors tobe important in discouraging excessive risk:

The Chubb Code of Conduct

The Chubb Code of Conduct is at the heart of our corporateculture and drives every business decision our executivesand employees make. The Board considers Chubb’s values-oriented culture to be a key factor in mitigatingrisky behavior.

Executive Stock Ownership Requirements

Chubb’s stock ownership guidelines require our NEOs tohold substantial amounts of equity. For our CEO, theguideline amount is seven times annual base salary, while forthe other NEOs, the guideline amount is four times annualbase salary. We believe that stock ownership encouragesappropriate decision-making that aligns with the long-terminterests of our shareholders.

Compensation Alignment with our Peer Group

Our compensation program target levels are benchmarkedannually to ensure consistency with our CompensationBenchmarking Peer Group.

Our Clawback Policy

Our clawback policy provides for the forfeiture, or clawback,of all incentive compensation awards (cash bonus andequity, vested and unvested) reaching back to the yearmisconduct occurs for any covered officer who deliberatelycommits fraud or other intentional misconduct (i) materiallyrelated to a financial restatement or (ii) in connection withthe officer’s scope of employment that results in materialfinancial or reputational harm to Chubb.

Performance Goals

Performance goals are set at levels that are high enough toencourage strong performance, but within reasonablyattainable levels to discourage risky business strategiesor actions.

Periodic Assessment of Program Design

Our Compensation Committee regularly reviews ourcompensation structure, awards programs and best practicesto ensure our compensation programs do not encourageexcessive risk-taking and that the Company awards strongshort-, medium- and long-term performance.

Our NEO Compensation Components andTheir Relationship to Risk

Variable pay for our NEOs in the form of annual cashbonuses and equity grants comprises the majority of eachNEO’s annual total compensation.

Base salary provides a fixed level of compensation for ourNEOs and represents a relatively small portion of theiroverall compensation. Adjustments to base salary are drivenmore by competitive market data for similar positions asopposed to being tied to performance or short-term financialresults and are targeted to market median.


Executive Compensation — The Relationship of Compensation to Risk

Cash bonuses are determined primarily by the priorcalendar year’s results on key financial performance metricsas measured against a defined group of industry peers, prioryear performance and Board-approved plan. These metricsare tangible book value per share growth, core operatingreturn on equity, core operating income and P&Ccombined ratio.

These specific financial performance metrics, taken together,have been selected in part because they encourage soundbusiness decision-making and measure the creation of bothshort- and long-term enterprise value.

Equity awards deliver the remainder—and typically themajority—of each NEO’s total compensation. Performance-based restricted stock awards cliff-vest at the end of a three-year period (for awards granted beginning in January 2017)or vest evenly over a four-year period (for awards grantedprior to January 2017) from the time of grant. Time-basedrestricted stock awards vest evenly over a four-year periodfrom the time of grant and stock options vest evenly over athree-year period from the time of grant. Consequently, themajority of each NEO’s total annual compensation is directlytied to the medium-term and long-term performance ofthe Company.

We believe that executive performance is reasonablyreflected in stock price over time, or ought to be, and we donot manage the Company (nor manage our executivecompensation practices) to achieve or reward short-termfluctuations or anomalies in market conditions. While stockprice may be an imperfect short-term marker for executivecompensation, we believe it is a reasonable long-term toolfor aligning executive compensation withshareholder results.

Twenty-five percent of the value of each NEO’s annual equityaward consists of 10-year options with strike prices set as ofthe award date. Because options often have more valuewhen held longer, they are particularly suitable forencouraging long-term performance.

The remaining 75 percent of each NEO’s long-term incentiveequity awards consists of time-based and performance-basedrestricted shares, of which performance shares comprise asignificant portion (75 percent for the CEO, 66 percent forthe Executive Vice Chairman and COO, and 60 percent forthe other NEOs (50 percent for grants prior to January2017)). This means that awards in a given year aresignificantly dependent on objectively measured operatingperformance relative to industry competitors over a multipleyear period, making a substantial percentage of overallcompensation dependent on long-term outcomes relative tothe competition.

Our Assessment of Compensation Risk

As part of Board governance, the Compensation Committeereviews the Company’s compensation structure, policies andpractices to determine whether incentives arising fromcompensation policies or practices relating to any of ourNEOs and other employees would be reasonably likely tohave a material adverse effect on the Company. TheCompensation Committee and management concluded thatthe Company’s compensation policies and practices do notcreate risks reasonably likely to have a material adverseeffect on the Company, and again confirmed that the mix ofcompensation types and timeframes tended to align risk-taking with appropriate medium- and long-termperformance for the Company.


Executive Compensation — How We Use Peer Group Data in Determining Compensation

How We Use Peer Group Data in Determining CompensationThe Compensation Committee recommends to the full Boardand the Board approves the total direct compensation for theCEO. The Compensation Committee also reviews andapproves or modifies the CEO’s recommendations for thetotal direct compensation for the other NEOs and directreports to the CEO. As part of the annual compensationreview process, the Compensation Committee evaluates:

• each NEO’s individual compensation against compensationlevels for comparable positions in our CompensationBenchmarking Peer Group, a group of companies withcharacteristics similar to us that best defines the market inwhich we compete for executive talent, and

• Company performance against the financial performance ofcompanies in a second peer group that best defines themarket in which we compete for business, which we referto as our Financial Performance Peer Group.

How We Select, and Who is Currently in,Our Compensation BenchmarkingPeer Group

The Compensation Committee reviews the composition ofour Compensation Benchmarking Peer Group on an annualbasis. Our Compensation Benchmarking Peer Group isintended to be a group of companies that are similar to us invarious ways that best define the market in which wecompete for executive talent. The CompensationCommittee’s independent executive compensationconsultants assist in the annual evaluation of this group.

Our Compensation Committee determined to make nochanges to the composition of this peer group from last year,which had previously been revised to reflect themeaningfully larger size and scope of our Company followingthe Chubb Corp. acquisition. Our prior compensation peergroup had been stable for a decade before these changes.However, it had become smaller as peers merged or wereacquired, and our Company had become increasinglydissimilar to the remaining companies as we evolvedand grew.

Based on our size post-acquisition (making us the largestpublicly traded P&C insurance company), our operationalcomplexity (in terms of diversity of distribution channels,product and geography) and our risk profile, we undertook adisciplined and thorough study to develop a peer group thatbetter aligned with our Company’s size and scopeof operations.

In partnership with our independent compensationconsultants, a thorough analysis was conducted, consideringmultiple characteristics such as industry relevance, marketcapitalization, revenues and number of business lines, toidentify companies within and outside our industry toconstitute a robust group of 15 peer companies.

The Compensation Committee believes that the currentcomposition of this group supports more valid executivecompensation decision-making than simply using our muchsmaller Financial Performance Peer Group. Ourcompensation peer group includes insurance companieswith different primary businesses than ours and otherfinancial services companies, which together complementedthe remaining property and casualty companies on the list.Specifically, we include eight global insurance companies(three of which are global life/health companies and two ofwhich are brokers) and seven global financial servicescompanies. In developing our Compensation BenchmarkingPeer Group, we note that there are not a sufficient numberof comparable property and casualty insurers because, withfew exceptions, they are considerably smaller than we are.

Compared to peers outside the property and casualty insurergroup we may experience more volatility (particularly withregard to the impact of catastrophe losses) and there aredifferent factors impacting our financial statements, andtherefore these peers may have markedly different results ina given year than the Company for external reasons.However, these companies’ size and complexity bettermatch the Company’s characteristics and therefore makethem viable compensation peers.

For our CEO, we rely exclusively on the CompensationBenchmarking Peer Group. For the other NEOs, we rely on abroader set of industry-specific market survey data.

Our 2018 Compensation Benchmarking Peer Group is:



• American InternationalGroup, Inc.

• Aon plc

• Bank of AmericaCorporation

• The Bank of New YorkMellon

• BlackRock, Inc.

• Cigna Corp.

• Citigroup Inc.

• The Goldman SachsGroup, Inc.

• Marsh & McLennanCompanies, Inc.

• MetLife, Inc.

• Morgan Stanley


• The TravelersCompanies, Inc.

How We Select, and Who is Currently in,Our Financial Performance Peer Group

The Financial Performance Peer Group includes companiesthat we view as comparable to us from a businessperspective and our closest direct business competitors. Thecomposition of the Financial Performance Peer Group isreviewed annually by the Compensation Committee.Following its review, the Compensation Committee, inconsultation with its independent compensation consultants,determined to make two changes to this peer group. The first


Executive Compensation — How We Use Peer Group Data in Determining Compensation

is the removal of XL Group plc as a result of its acquisition byAXA S.A. in September 2018. The second change is theaddition of The Allstate Corporation to replace XL so thatthis peer group continues to have a sufficient number ofcompanies. Beginning in 2019, Allstate will be taken intoaccount for evaluating relative performance and included inthe vesting criteria for performance-based equity awards.

Other than the changes above, this peer group has remainedstable for over a decade with the exceptions of AmericanInternational Group, Inc., which was omitted from the groupduring the financial crisis when it ceased to disclose financialresults in a format that enabled performance comparisons,and the removal of Chubb Corp., since it was acquired by usin January 2016. It includes two companies (three beginningin 2019) in the Compensation Benchmarking Peer Group thatare considered commercial property and casualty insurancecompanies. It also has three additional commercial propertyand casualty insurance companies that are not in the

Compensation Benchmarking Peer Group because of theirsize and ownership structure. We think the FinancialPerformance Peer Group is the most relevant peer group tocompare to the financial performance of the Company ongrowth in tangible book value per common share, coreoperating return on equity, core operating income and P&Ccombined ratio.

Our 2018 Financial Performance Peer Group is*:

• American InternationalGroup, Inc.


• The Hartford FinancialServices Group, Inc.

• The TravelersCompanies, Inc.

• Zurich FinancialServices Group

* XL Group plc was removed from the peer group due to its 2018acquisition by AXA S.A. Allstate has been added beginning in2019.

How We Determine Total Direct Compensation Pay Mix

Introduction—Determining the Mix of TotalDirect Compensation

The components of our NEO’s total direct compensationvary depending on level. Our more senior officers receive agreater percentage of their total direct compensation asvariable or at-risk compensation. This consists of an annualcash bonus and a long-term incentive equity awardcomposed of stock options and restricted stock. Forrestricted stock, at least 60 percent is in the form ofperformance shares, as described below.

Total cash compensation, which consists of annual basesalary and annual cash bonus, is typically less than half oftotal direct compensation.

The Compensation Committee reviews the percentage oftotal direct compensation delivered in annual base salary,annual cash bonus, and long-term incentive equity awardsfor similar positions in our Compensation BenchmarkingPeer Group. For all NEOs other than the CEO theCompensation Committee also considers the broaderinsurance market.

Total Direct Compensation-Variable Pay Mix

TotalLong-TermEquityCompensation

VariableCompensation

Total AnnualCashCompensation

FixedCompensation

Long-termIncentiveAwards

Stock Options

+

Restricted Stock

+

PerformanceShares

AnnualIncentive

Award

Salary


Executive Compensation — How We Determine Total Direct Compensation Pay Mix

Elements of Total Direct Compensation

Annual Base Salary

The Compensation Committee reviews and approves ormodifies the CEO’s recommendations for the annual basesalary of each NEO. The Compensation Committeerecommends, and the full Board of Directors determines, theannual base salary for the CEO. On an annual basis, theCommittee reviews each NEO’s actual annual base salary inreference to the median compensation levels for comparablepositions at companies in our Compensation BenchmarkingPeer Group and broader insurance industry peers. TheCommittee also considers industry-specific market surveydata for NEOs other than the CEO. While we typically targetannual base salary to be at the median of the market, eachNEO’s actual annual base salary may fall above or below themarket median.

Variable Compensation—Bonus and EquityCompensation Awards

We use variable performance-based compensation in theform of the annual cash bonus and the long-term incentiveequity awards in combination with annual base salary toprovide an overall compensation opportunity that is closelytied to performance. When both Company performance andindividual performance are considered outstanding, NEOshave the opportunity to achieve total direct compensationthat approximates the 75th percentile of compensation forcomparable positions at companies in our CompensationBenchmarking Peer Group. The Compensation Committee’sindependent compensation consultants, Pay Governance,assess the competitive percentile for a given position basedon an analysis of compensation disclosures in the mostrecent publicly available Compensation Benchmarking PeerGroup proxy statements in combination with industry-specific market survey data. The Compensation Committeeconsiders the opportunity to achieve or exceed the 75thpercentile for outstanding performance appropriate becauseof the high performance expectations to which our Companyexecutives are held, the prevailing competition for talentwithin our Compensation Benchmarking Peer Group, andthe ambitious financial goals of the Company, which theBoard reviews and approves each year.

Annual Cash Bonus

The annual cash bonus component of total directcompensation provides a timely link between recentperformance and compensation. This allows theCompensation Committee to adjust annual compensation toreflect overall Company financial performance during theprior fiscal year as well as the individual performance ofeach NEO.

Each NEO’s 2018 annual cash bonus was determined in early2019 and was based on:

• the prior year’s performance, as measured against theIndividual Performance Criteria, described above;

• the Company Performance Criteria, described above; and,

• for some NEOs, as further specified elsewhere in thisCompensation Discussion & Analysis, the performance ofthe operating unit(s) directly managed by the NEO.

This process culminates in a specific annual cash bonusopportunity for each NEO that ranges between zero and300 percent of annual base salary based on performance,with the exception of the CEO, for whom the range is up to500 percent of annual base salary (see 2018 Total DirectCompensation – Supplemental Table on page 93).

Long-Term Incentive Equity Awards

The Compensation Committee bases the value of each NEO’slong-term incentive compensation award on the past year’sperformance as measured against the Individual andCompany Performance Criteria, described above, as well as,for some NEOs as further specified below, the performanceof the operating unit(s) directly managed by the NEO.

The Compensation Committee uses long-term incentiveequity awards, principally in the form of stock options,restricted stock (time-based) and performance-basedrestricted stock, as:

• a timely link between recent performance andcompensation;

• a forward-looking vehicle for retention of executive talentdue to the multi-year vesting schedule for equity awards;

• an important driver of long-term performance and riskmanagement; and

• a key link for aligning shareholder and executive interests.

This process culminates in a specific long-term incentiveequity award for each NEO that is linked both to prior yearperformance and multi-year future performance. The rangeof the value of the award as a percentage of annual basesalary varies greatly among NEOs depending on position andperformance but has been targeted to be between200 percent and 500 percent of annual base salary, with theexception of the CEO, for whom the range is up to900 percent of annual base salary.

Variable Compensation

Criteria and Vesting Schedules

Each year the Compensation Committee reviews the vestingcriteria for Executive Management and NEOs. Since August2014, all grants to members of Executive Management andour NEOs have been subject to double-trigger vesting upon achange in control.

Options and restricted stock also vest if a recipient’stermination of employment occurs by reason of death or



disability. Continued vesting requires uninterruptedemployment with the Company unless the CompensationCommittee (by recommendation from the CEO) exercises itsdiscretion and grants continued vesting in unvested equity inconnection with an employee’s separation from theCompany. Also, upon reaching age 62 and having 10 years ofservice, employees who retire from the Company in goodstanding will be granted continued vesting without requiringCompensation Committee approval.

Performance-Based Restricted Stock Criteriaand Vesting

The Compensation Committee established performancecriteria for at least 60 percent of the restricted stock awardsto NEOs and several other senior officers.

The performance criteria is applied to 75 percent of therestricted stock awards granted to the CEO; 66 percent of therestricted stock awards granted to the Executive ViceChairman and COO; and 60 percent of the stock awardsgranted to the other participating executives.

For awards granted prior to January 2017, our performancecriteria tie the annual vesting of these awards to specifiedperformance targets, namely growth in our tangible bookvalue per common share. We selected this financial measurebecause it is a strong indicator of growth in shareholdervalue for a commercial property and casualty insurer and acommon financial performance measure for companies inour industry.

For awards granted beginning in January 2017, ourCompensation Committee has added P&C combined ratio tothe vesting criteria in addition to growth in our tangible bookvalue per common share, with a TSR modifier for PremiumAwards. The vesting period for awards beginning in January2017 is also now a three-year cliff vest rather than theprevious four-year annual vesting period.

To determine whether awards vest, we compare ourperformance to the Company’s Financial Performance PeerGroup (see “How We Select, and Who is Currently in, OurFinancial Performance Peer Group”).

Special Recognition Long-Term Incentive EquityAwards Granted in 2019

In February 2019, the Board of Directors authorized andawarded supplemental equity awards to Messrs. Krump andLupica in addition to the compensation awarded to them onthe basis of the Company’s 2018 financial performance. Forthese NEOs, this award was in the form of an additional grantof performance-based restricted stock with the same vestingcriteria as the performance-based restricted stock awardedas part of annual compensation for 2018.

The awards ($500,000 for Mr. Krump, $250,000 forMr. Lupica) were granted in recognition of their substantialcontributions to the Company in 2018. Mr. Krump’s awardalso reflects consideration of benefit structure changesfollowing the acquisition of Chubb Corp.

These special recognition awards are not considered as partof the NEO’s annual run rate compensation and will not beconsidered for the purpose of determiningfuture compensation.

Special Recognition Long-Term Incentive EquityAwards Granted in 2016

In recognition of the extraordinary efforts of certainCompany employees, including the NEOs, who undertooksubstantial additional work associated with the pre-closingphase of our acquisition of Chubb Corp., the Board ofDirectors authorized and awarded supplemental equityawards to these employees in February 2016. These awardswere in addition to the compensation otherwise awarded onthe basis of the Company’s 2015 financial performance. Forthe NEOs, this award was in the form of an additional grantof performance-based restricted stock with the same vestingcriteria as the performance-based restricted stock awardedas part of annual compensation for 2015. The awards weregranted as follows: $4 million for Mr. Greenberg, $1 millionfor Mr. Bancroft, $2.1 million for Mr. Keogh, $1 million forMr. Krump and $1.6 million for Mr. Lupica.

For Messrs. Greenberg and Keogh, however, any sharesearned will cliff-vest at the end of the four-year period tosupport the retention of these key officers through thecompletion of the integration plan. Furthermore, to linkcompensation with the creation of shareholder value, forMessrs. Greenberg and Keogh, any shares above target(premium shares) earned based on growth in tangible bookvalue per share will be delivered in full only if the stock priceexceeds $130 per share as measured by the average price ofthe last 30 trading days prior to the four-year anniversary ofthe grant date. If the stock price does not exceed $130 pershare, then only 50 percent of any earned premium shareswill be delivered.

Since these awards were granted for extraordinary efforts,they have not been and will not be considered for thepurpose of determining future compensation.

Independent Verification of Performance Criteria

We have retained Ernst & Young LLP, an independent publicaccounting firm, to verify the calculations of ourperformance criteria for the vesting of performance-basedrestricted stock and to prepare a report on its findings. OurCompensation Committee reviews the report prepared byErnst & Young and, based on that report, formally confirmswhether, and to what extent, the performance criteria weremet for the particular vesting period and how much, if any,performance-based restricted stock has vested as a result.

Performance-Based Restricted Stock Awards

We have two types of performance-based restricted stockawards: Target Awards and Premium Awards.



Target Awards

For awards granted beginning in January 2017, each TargetAward is subject to a three-year performance period with acliff vesting at the end of the period, subject to thefollowing criteria:

• If the weighted average of growth in tangible book valueper common share and P&C combined ratio (weighted at70 percent and 30 percent, respectively) meets or exceedsthe peer median at the end of the three-year performanceperiod, 100 percent of the Target Award shares will vest.

• If the weighted average of growth in tangible book valueper common share and P&C combined ratio (weighted at70 percent and 30 percent, respectively) exceeds the 25thpercentile but does not meet or exceed the 50th percentileat the end of the three-year performance period, thenumber of Target Shares which shall vest shall be equal tothe number of shares multiplied by a percentagedetermined by straight line interpolation between 50 and100 percent based on the percentile achieved between the25th and 50th percentiles; if at or below the 25thpercentile, then no such stock will vest.

For awards granted prior to January 2017, each Target Awardof performance-based restricted stock consists of four annualinstallments. The vesting of each annual installment issubject to the following criteria:

• If growth in tangible book value per common share exceedsthe peer median, 100 percent of the Target Award shareswill vest.

• For grants in 2016, if the growth in tangible book value percommon share exceeds the 25th percentile but does notexceed the 50th percentile, the number of Target Awardshares which vest shall be equal to the number of sharesmultiplied by a percentage determined by straight lineinterpolation between 50 and 100 percent based on thepercentile achieved between the 25th and 50th percentiles;if the growth is at or below the 25th percentile, then nosuch stock will vest.

• For grants in 2015, if the growth in tangible book value percommon share is above the 25th percentile but at or belowthe median, then 50 percent of the Target Award sharesscheduled to vest that year will vest; if the growth is at orbelow the 25th percentile, then no such stock will vest.

Issuance Criteria

For awards granted beginning January 2017, shares will cliff-vest at the end of a three-year period, and if the performancegoal is not achieved at the end of this period, the shares willbe forfeited.

For awards granted prior to January 2017, if the performance-based restricted stock does not vest in a particular one-yearperiod applicable to that installment, it may later vest in asubsequent year if the aggregate to-date performance exceedsthe minimum applicable vesting performance percentage orthe cumulative four-year performance exceeds the median

performance for growth in tangible book value per commonshare. If the performance goal is not achieved within fouryears, the shares will be forfeited.

Premium Awards

For awards granted beginning in January 2017, if theweighted average of growth in tangible book value percommon share and P&C combined ratio (weighted at70 percent and 30 percent, respectively) compared withother companies included in our Financial Performance PeerGroup over the three-year performance period, which werefer to as three-year cumulative performance, exceeds acertain percentile, a Premium Award of additional shares,over and above the yearly Target Award (up to a maximumof 65 percent of the Target Award), will be earned as follows:

• If three-year cumulative performance exceeds the medianbut does not exceed the 75th percentile, the number ofPremium Shares which shall vest shall be equal to thenumber of shares multiplied by a percentage determinedby straight line interpolation between 0 and 77 percentbased on the percentile achieved between the 50th and75th percentile.

• If three-year cumulative performance exceeds the 75thpercentile and our TSR for the period meets or exceeds the55th percentile of TSR for our Financial Performance PeerGroup during the period, then 100 percent of the PremiumAward shares (i.e., 65 percent of the Target Award)will vest.

• If three-year cumulative performance exceeds the 75thpercentile and our TSR for the period does not meet orexceed the 55th percentile of TSR for our FinancialPerformance Peer Group during the period, then77 percent of the Premium Award shares will vest.

• If three-year cumulative performance does not exceed the50th percentile, no Premium Award will vest.

For awards granted prior to January 2017, if our growth intangible book value per common share compared with thegrowth of other companies included in our FinancialPerformance Peer Group over the four-year cumulativeperformance period, which we refer to as four-yearcumulative performance, exceeds a certain percentiledepending on the year of grant as described below, aPremium Award of additional shares, over and above theyearly Target Award, will be earned as follows:

For awards granted in 2016:

• If four-year cumulative performance does not exceed the50th percentile, no Premium Award will vest.

• If four-year cumulative performance is above the 50th butdoes not exceed the 65th percentile, then we willinterpolate the Premium Award between 0 percent and50 percent of the number of Target Award shares earned.

• If four-year cumulative performance is above the 65th butdoes not exceed the 75th percentile, then we willinterpolate the Premium Award between 50 percent and100 percent of the number of Target Award shares earned.



• If four-year cumulative performance exceeds the 75thpercentile, then the Premium Award will equal 100 percentof the number of Target Award shares earned.

For awards granted before January 2016:

• If four-year cumulative performance does not exceed the65th percentile, no Premium Award will vest.

• If four-year cumulative performance is above the 65th andbelow the 75th percentile, then we will interpolate thePremium Award between 50 percent and 100 percent ofthe number of Target Award shares earned.

• If four-year cumulative performance exceeds the 75thpercentile, then the Premium Award will equal 100 percentof the number of Target Award shares earned.

Key Features of Performance-Based Restricted StockAwards (for awards granted after January 2017)

• 3-year cliff-vesting

• No “second chance” look-back vesting

• Two performance metrics: tangible book value pershare growth and P&C combined ratio

• TSR modifier for Premium Awards

• Maximum payout opportunity of 165% of target(previously 200%)

Issuance Criteria

Shares representing Target Awards are issued when theperformance award is approved. They are subject toforfeiture if applicable performance criteria are not met.

For awards granted beginning in January 2017, PremiumAwards have been issued subject to vesting if actually earnedor forfeited if not earned at the end of the three-yearperformance period. For awards granted in February 2015and prior to January 2017, Premium Awards have beenissued subject to vesting if actually earned or forfeited if notearned at the end of the four-year performance period.

The Compensation Committee lacks discretion to increasethe vesting of any performance-based award other than whatwas achieved based on the actual performance. Beginning in2017, the Compensation Committee has agreed at the start ofall performance periods to adjust the performance goals forChubb and peer companies to exclude changes based on:

• any accretion or dilution to tangible book value resultingfrom any acquisition or disposition involving such entityduring the applicable performance measurement period;

• the net effect of transaction and integration costs associatedwith any acquisition or disposition involving such entity;and

• any disposition involving such entity or its assets whichresults in a gain or loss to such entity.

Prior to 2017, the Compensation Committee had agreed atthe start of all performance periods to adjust the growth intangible book value per share for Chubb and peer companiesto exclude changes based on:

• corporate acquisitions or dispositions affecting goodwill; or

• corporate dispositions resulting in gains or losses.

These circumstances could materially impact growth intangible book value per common share. Without thisadjustment, executives could be unduly penalized orenriched for taking actions that are in the best interests ofChubb but reduce growth in tangible book value percommon share.

In May 2018, Target Awards granted to NEOs in February2014 earned a Premium Award of 100 percent.

Stock Option and Restricted Stock Grants:Timing and Pricing

The Compensation Committee typically grants stock optionsand restricted stock to NEOs annually, effective the day ofthe February Board of Directors meeting. From time to timethe Compensation Committee may make off-cycle grants toNEOs to recognize mid-year promotions orother circumstances.

• The option exercise price is the closing price of ourCommon Shares as traded on the NYSE on the grant date.Officers who join the Company after February in a givenyear may be granted stock options and restricted stockfollowing their start date.

• To determine the number of shares for an option award,we use a notional Black-Scholes option value. In 2018 and2019 that notional value was 25 percent of the stock price,calculated in each case at the time that we make thedecision to grant the option. We typically base the numberof shares to be covered by a restricted stock grant on theclosing stock price on the date that we make the decision togrant the restricted stock.


Executive Compensation — How We Determine and Approve NEO Compensation

How We Determine and Approve NEO Compensation

Role of the Compensation Committee

The Compensation Committee recommends to the full Boardand the Board approves the CEO’s total direct compensation.The Compensation Committee meets in executive sessions,with no management present, to evaluate the performanceand determine the total direct compensation of the CEO. Inaddition to considering overall Company financialperformance in absolute terms compared to plan and prior-year performance, and in relative terms compared to thefinancial performance of our Financial Performance PeerGroup, the Compensation Committee seeks externalguidance from Pay Governance, its independentcompensation consultants.

The CEO makes recommendations for the total directcompensation of each of the other NEOs. The Committeediscusses these recommendations with the CEO along with areview of the performance of each NEO as assessed by theCEO. The Committee then approves or disapproves, orrecommends modifications to, the total direct compensationfor each NEO, as appropriate.

Role of Independent Consultants in Advising theCEO and Compensation Committee on NEOCompensation DeterminationsThe Compensation Committee directly retains PayGovernance to assist management in the collection andanalysis of relevant market data including compensation andfinancial performance data for our Compensation

Benchmarking and Financial Performance Peer Groups. PayGovernance also provides compensation benchmarking forthe positions held by our NEOs for consideration by the CEOand the Compensation Committee. In addition, theCompensation Committee currently retains Pay Governanceto assist it with respect to the compensation of the CEO. Forthis assignment, Pay Governance meets directly with theCompensation Committee to review Company performance,the performance of the CEO and provides guidance on CEOcompensation in the form of proposed compensation rangesfor the annual cash bonus and long-term incentive equityaward. In addition, Pay Governance facilitates discussion,reviews peer groups and provides guidance on currenttrends in executive compensation practices, in general, andCEO compensation practices, specifically. The CompensationCommittee has the authority to retain and terminate PayGovernance and to approve their fees and otherretention terms.

Role of the Global Human Resources Officer inAdvising the CEO and Compensation Committeeon NEO Compensation DeterminationsOur Global Human Resources Officer further supports theCEO and the Compensation Committee in assemblingexternal market data as prepared by Pay Governance,gathering and assembling internal compensationinformation, acting as liaison with Pay Governance, andassisting the CEO and the Compensation Committee infurther compensation analysis.



How We Determine Compensation For Our CEO





2. Set CEO Goals



PerformanceShares



Base Salary

PerformanceShares



Base Salary

2017: $18.7 Million 6.0%












Shareholder Value

Total Shareholder








on Equity




2018: $19.8 Million



How We Determine Other NEO Compensation

For other NEOs, total direct compensation is determined bythe CEO and approved or modified by the CompensationCommittee. The compensation framework is similar to thatfor the CEO as described in “How We DetermineCompensation For Our CEO” above as compensationdecisions are based in part on overall Companyperformance, although compensation decisions also includeconsideration of the performance of the operating units orsupport functions under each NEO’s management. Decisionsare also influenced by each NEO’s individual performance,within the context of compensation market data for eachposition provided by Pay Governance.

As part of the annual compensation cycle, the CEO, withassistance from the Global Human Resources Officer, reviews

appropriate compensation market data for each NEO. Forthose NEOs directly managing an operating unit, the reviewincludes market data for other business segment leaders ofcomparatively sized business units within our CompensationBenchmarking Peer Group as well as for business segmentleaders from other insurance industry peers.

For those NEOs managing a support function, the reviewincludes market data for other support function leaderswithin our Compensation Benchmarking Peer Group as wellas for support function leaders from other insuranceindustry peers. This review and market analysis informsdecision-making about annual compensation for our NEOs.

2018 NEO Total Direct Compensation and Performance SummaryBelow we provide a summary of each of our named executive officers’ total direct compensation and an overview of their 2018performance relative to achieving our annual and long-term performance goals. The process the Compensation Committee usesto determine each officer’s 2018 compensation is described more fully in “How We Determine and Approve NEOCompensation” beginning on page 87.

CEO 2018 Total Direct Compensation

Evan G. GreenbergChairman, President and CEO2018 Performance Summary2018 Company performance was strong on both an absolutebasis and relative to peers. Under Mr. Greenberg’sleadership, the Company produced strong core operatingincome per share, world-class underwriting performance, agood core operating return on equity and tangible bookvalue per share growth that exceeded all of our peers, alldespite a year when severe catastrophe losses once againheavily impacted the global P&C insurance industry.Nevertheless, the Company produced strong financial resultsand advanced its strategic and operational goals. Theseincluded expanding its presence and growing new markets(including through new distribution partnerships),enhancing its digital and technological capabilities, andfurther diversifying by geography, product, customersegment and distribution channel. The Company alsocontinued to distinguish itself in its claims and lossprevention organization’s response to customers in theirtime of need and made further efforts to highlight itscommitment to responsible citizenship.

The following accomplishments were relevant to theCompensation Committee’s considerations in developing itsCEO compensation recommendations for 2018:

Financial Performance

• Core operating income of $4.4 billion compared to $3.8billion in 2017, up 16.5%; core operating income per shareof $9.44, up from $8.03 in 2017, or 17.6%

• Industry-leading P&C combined ratio of 90.6%, a 4.1 pointimprovement from 2017 and exceeding the performance ofeach member of our Financial Performance Peer Group

Shareholder Value

• Tangible book value per share growth of 0.03% exceededeach member of our Financial Performance Peer Group

• Core operating return on equity of 8.7%, an 11.5% increasefrom 2017

• In a year of significant stock market volatility, total returnto shareholders was down 9.6%, with a three-yearannualized total shareholder return of 5.6%; cumulativethree-year total shareholder return of 17.8%


Executive Compensation — 2018 NEO Total Direct Compensation and Performance Summary

Strategic and Operational Accomplishments

Under the leadership of Mr. Greenberg, Chubb continued toinvest in the future of the Company and achieved keystrategic and operational objectives in 2018, including:

• Established new distribution partnerships to expandglobal presence and growth potential, including a long-term bancassurance arrangement with Citibanamex inMexico and a strategic distribution partnership with Grab,a leading on-demand transportation and fintech platformin Southeast Asia

• Executed on our global middle market and smallcommercial strategy to reach new customers and grow ourbusiness and geographic footprint

• Completed Chubb Corp. merger-related underwritingactions to shed business not meeting our risk appetiteor standards

• Continued to drive for rate and profitability in ourportfolio by product and customer segment whilemaintaining excellence in underwriting and servicingcustomers and distribution partners (with commercial andpersonal lines customer retention rates at or aboveall-time highs)

• Developed digital distribution, data analytics andtechnological capabilities in line with our multi-yearstrategy to position Chubb as an enterprise built for thedigital age

• Improved our gender balance and multi-culturalrepresentation in key leadership roles and continued toenhance our culture of diversity and inclusion

• Developed our ESG profile and enhanced disclosure of ourresponsible citizenship initiatives (see “Citizenship atChubb” on page 46 for details)

Compensation Committee Decisions

The extensive Company Performance Criteria and IndividualPerformance Criteria used to evaluate Mr. Greenberg’scompensation are detailed in the section “How WeDetermine Compensation For Our CEO” on page 88.

For the reasons previously discussed, the CompensationCommittee concluded that it was fair and appropriate toprovide compensation in the third quartile of theCompensation Benchmarking Peer Group. The Committeeconsidered the financial performance of the Company on anabsolute basis and relative to our peers, as well as underlyingcore performance. For context, the Committee consideredresults including and excluding catastrophe losses. TheCommittee also considered our performance against ournon-financial strategic goals to set CEO compensation.Following its analysis and discussion, the Committeedetermined to leave base salary unchanged and increase theannual cash bonus by $600,000 (11 percent) over prior year.The increase reflected improved financial results relative toprior year but remained $500,000 (8 percent) less than 2016due to the impact that natural catastrophes had on our 2018financial results. The Committee also determined to increaselong-term incentive equity awards by $500,000 (4 percent).In part, the Committee considered that these awards hadbeen flat since 2014. The Committee also considered theforward-looking nature of such awards, consistent with theCompany’s compensation practices to link pay with the long-term performance of the Company and aligning a significantportion of compensation with the creation of shareholdervalue. Overall, 2018 total direct compensation increased6 percent.

2018 Total Direct Compensation-Variable Pay Mix

Total Long-Term Equity Compensation


Total Annual CashCompensation

FixedCompensation

Long-term Incentive Awards

$12,300,000

Stock Options$3,075,000

Restricted Stock$2,306,250

PerformanceShares

$6,918,750

AnnualIncentive

Award$6,100,000

Salary$1,400,000



Other NEO 2018 Total Direct Compensation

Philip V. BancroftChief Financial Officer

Corporate Units under his management:• Accounting & Financial Reporting • Actuarial• Investment Management • Tax and Treasury

2018 Performance Criteria

Mr. Bancroft’s compensation was based on overall Companyperformance, against both financial and strategic objectives,and his individual performance as the Company’s CFO,which was evaluated in terms of his execution of a wide andcomplex set of financially-oriented objectives related to thebalance sheet and income statement.


• Base salary was increased 3 percent

• Annual cash bonus was increased 8 percent

• Long-term incentive equity award was increased 4 percent

• 2018 total direct compensation was increased 5 percent





FixedCompensation


$2,335,000

Stock Options$583,750

Restricted Stock$700,500

PerformanceShares

$1,050,750

AnnualIncentive

Award$1,363,300

Salary$818,000

John W. KeoghExecutive Vice Chairman and Chief Operating Officer

Corporate Units under his management:• Overseas General P&C businesses • Chubb Global Markets• North American P&C businesses


Mr. Keogh’s compensation was based on overall Companyperformance, against both financial and strategic objectives,the performance of the property and casualty operatingunits under Mr. Keogh’s management as Chief OperatingOfficer, and the performance of Chubb Global Markets andOverseas General. Consideration was also given to his scopeof responsibility for the Company’s North American andOverseas General P&C operations.


• Base salary was unchanged



• 2018 total direct compensation was increased 6 percent





FixedCompensation


$4,277,000

Stock Options$1,069,250

Restricted Stock$1,090,635

PerformanceShares

$2,117,115

AnnualIncentive

Award$2,505,000

Salary$963,462



Paul J. KrumpPresident, North America Commercial andPersonal Insurance

Corporate Units under his management:• Personal Risk Services• Claims

• Commercial Insurance• Risk Engineering Services


Mr. Krump’s compensation was based on overall Companyperformance, against both financial and strategic objectives,the performance of the operating units under Mr. Krump’sdirect management, which for 2018 included Personal RiskServices, Commercial Insurance, Claims and RiskEngineering Services, as well as his individual performance.Consideration was also given to the scope of hisresponsibility for Chubb’s North America operations.




• Long-term incentive equity award increased 5 percent

• Additional special recognition long-term incentive equityaward of $500,000

• 2018 total direct compensation was increased 6 percent(excluding special recognition award)


* Special recognition award not considered part of NEO's annual run ratecompensation and will not be taken into account in determining futurecompensation.



Long-termIncentive Awards

$2,877,000



PerformanceShares

$1,069,650$500,000*


FixedCompensation

AnnualIncentive

Award$1,743,000

Salary$859,231

John J. LupicaVice Chairman; President, North America MajorAccounts and Specialty Insurance

Corporate Units under his management:• North America Major Accounts • Agribusiness• Westchester • Chubb Bermuda• Rain & Hail


Mr. Lupica’s compensation was based on overall Companyperformance, against both financial and strategic objectives, theperformance of the operating units under Mr. Lupica’s directmanagement, which for 2018 included North America MajorAccounts, Westchester, Agribusiness, Chubb Bermuda andRain & Hail, as well as his individual performance. Considerationwas also given to the scope of his responsibility for Chubb’sNorth America operations.





• Additional special recognition long-term incentive equityaward of $250,000

• 2018 total direct compensation was increased 6 percent(excluding special recognition award)

* Special recognition award not considered part of NEO's annual run ratecompensation and will not be taken into account in determining futurecompensation.





FixedCompensation


$3,500,000



PerformanceShares

$1,462,500$250,000*

AnnualIncentive

Award$1,913,400

Salary$854,615



2018 Total Direct Compensation – Supplemental Table

Each February, the Compensation Committee and the Board of Directors approve compensation for each NEO including anyadjustments to base salary, cash bonus in recognition of prior calendar year’s performance and long-term incentive equityawards. The long-term incentive equity awards consist of stock options, valued using a notional Black Scholes option valuationmethodology representing roughly 25 percent of the closing market price at the date of grant; time-based restricted stockawards; and performance shares, which are subject to performance-based vesting criteria, valued at the closing market price atthe date of grant.

The key compensation components for each of our NEOs as considered by the Compensation Committee are summarized in thetable below. The totals and the equity award values do not directly correlate to what is ultimately reported in the SummaryCompensation Table in accordance with SEC rules (for example, the equity award column below reflects February 2019 grants,while the Summary Compensation Table reflects February 2018 grants).

2018 Named Executive Officers Compensation – Supplemental Table

Name and Title/Business Unit Salary1 Cash Bonus

Long-TermIncentive

Equity AwardTotal Direct

Compensation

Evan G. Greenberg2 $1,400,000 $6,100,000 $12,300,000 $19,800,000Chairman, President and CEO

Philip V. Bancroft3 $818,000 $1,363,300 $2,335,000 $4,516,300Chief Financial Officer

John W. Keogh4 $963,462 $2,505,000 $4,277,000 $7,745,462Executive Vice Chairman andChief Operating Officer

Paul J. Krump5 $859,231 $1,743,000 $2,877,000 $5,479,231President, North America Commercial and Personal Insurance

John J. Lupica5 $854,615 $1,913,400 $3,500,000 $6,268,015Vice Chairman;President, North America Major Accounts and Specialty Insurance

1 Reflects total base salary paid in 2018. Other than for Mr. Greenberg, whose base salary was unchanged in 2018, amounts are less than year-end base rate because base rate changes for the year typically take effect in late March.

2 Mr. Greenberg’s base salary of $1,400,000 was unchanged for 2019.3 Mr. Bancroft’s base salary was increased for 2019 from $824,000 to $850,000.4 Mr. Keogh’s base salary of $975,000 was unchanged for 2019.5 Base salary for both Messrs. Krump and Lupica was increased for 2019 from $865,000 to $880,000. Long-Term Incentive Equity Award

includes grant ($500,000 for Mr. Krump, $250,000 for Mr. Lupica) of special recognition performance-based restricted stock with the samevesting criteria as the performance-based restricted stock awarded as part of annual compensation for 2018.


Executive Compensation — Defined Terms and Calculations

Defined Terms and CalculationsThe non-GAAP financial measures used in this Compensation Discussion & Analysis (core operating income, core operatingreturn on equity, P&C combined ratio, tangible book value per share and book value and tangible book value pershare excluding mark-to-market) are defined and reconciled to U.S. GAAP in the “Non-GAAP Financial Measures” section onpage 120 of this proxy statement.

Book Value Per Common Share shareholders’ equity divided by the number of Common Shares outstanding

Combined Ratio the amount that an insurer must pay to cover claims and expenses for every dollar ofearned premium. It is the sum of the expense ratio and the loss ratio

Company Performance Criteria the factors described on page 75 that measure the Company’s performance forpurposes of determining an individual’s compensation


those companies identified on page 81 who the Company considers for purposes ofcomparing and determining executive compensation

Double-Trigger Vesting all unvested equity vests immediately upon a change in control if the executive isterminated without cause or resigns for good reason between six months before andtwo years after such change in control

Expense Ratio expense ratio = policy acquisition costs and administrative expenses

net earned premiums

Financial Performance PeerGroup

those companies identified on page 82 who the Company considers to be comparablefrom a business perspective

Individual PerformanceCriteria

the factors described on page 75 that measure an individual’s performance for purposesof determining such individual’s compensation

Loss Ratio loss ratio = losses incurrednet earned premiums

Premium Award performance-based restricted stock awards in excess of the yearly Target Award in theevent that the Company’s cumulative performance exceeds the 50th percentile, asfurther described on page 85

Target Award performance-based restricted stock awards consisting of, for awards granted beginningJanuary 2017 and thereafter, a three-year cliff vesting period, and for awards grantedprior to January 2017, four annual installments, subject in each case to specified vestingcriteria described on page 85

Total Shareholder Return stock price increase plus dividends reinvested

Total Direct Compensation base salary, cash bonus and long-term incentive equity awards


Executive Compensation — Summary Compensation Table

Summary Compensation TableThe following table sets forth compensation for 2018, 2017 and 2016 for our NEOs.

Name and Principal Position Year Salary BonusStock

Awards1Option

Awards2

Change inPension Value

andNonqualified

DeferredCompensation

Earnings3All Other

Compensation4 Total

Evan G. GreenbergChairman, President andChief Executive Officer

2018 $1,400,000 $6,100,000 $8,849,881 $2,761,129 — $1,246,474 $20,357,484

2017 $1,400,000 $5,500,000 $8,849,933 $2,183,422 — $1,183,046 $19,116,401

2016 $1,400,000 $6,600,000 $12,850,051 $2,406,837 — $1,162,598 $24,419,486

Philip V. BancroftChief Financial Officer

2018 $818,000 $1,363,300 $1,687,511 $526,473 — $644,591 $5,039,875

2017 $793,750 $1,268,000 $1,874,967 $462,600 — $652,649 $5,051,966

2016 $768,750 $1,470,000 $2,818,747 $494,616 — $620,577 $6,172,690

John W. KeoghExecutive Vice Chairman andChief Operating Officer

2018 $963,462 $2,505,000 $3,001,466 $936,436 — $452,934 $7,859,298

2017 $919,231 $2,400,000 $3,262,565 $804,907 — $478,261 $7,864,964

2016 $896,111 $2,610,000 $5,174,945 $836,266 — $453,691 $9,971,013

Paul J. KrumpPresident, North America Commercial andPersonal Insurance

2018 $859,231 $1,743,000 $1,690,515 $527,410 $1,310,110 $73,054 $6,203,320

2017 $840,000 $1,619,200 $1,837,434 $453,341 $2,202,478 $58,432 $7,010,885

2016 $840,000 $1,760,000 $999,946 — $2,288,521 $62,206 $5,950,673

John J. LupicaVice Chairman; President,North America Major Accounts andSpecialty Insurance

2018 $854,615 $1,913,400 $2,297,704 $716,874 — $425,751 $6,208,344

2017 $815,385 $1,800,000 $2,497,593 $616,174 — $434,731 $6,163,883

2016 $793,519 $1,980,000 $3,962,632 $642,511 — $413,348 $7,792,010

1 This column discloses the aggregate grant date fair value of stock awards granted during the year. This column includes time-based as well as performance-basedrestricted stock for which the target amount is included. For information on performance targets and vesting, see “Compensation Discussion & Analysis—VariableCompensation—Performance-Based Restricted Stock Awards.” Additional detail regarding restricted stock awards made in 2018 is provided in the Grants of Plan-Based Awards table below in this section of the proxy statement. Assuming the highest level of performance is achieved (which would result in Premium Awardvesting of 65 percent of target performance shares awarded in 2017 and 2018 and 100 percent of target performance shares awarded in 2016, i.e., all TargetAwards and Premium Awards), the aggregate grant date fair value of the stock awards set forth in the table above would be:

2018 2017 2016

Evan G. Greenberg $13,164,157 $13,164,247 $23,487,629

Philip V. Bancroft $2,345,633 $2,606,160 $4,728,141

John W. Keogh $4,289,096 $4,662,257 $9,304,388

Paul J. Krump $2,349,925 $2,554,031 $1,999,892

John J. Lupica $3,193,751 $3,471,636 $6,743,968

The Target Awards granted in 2014 met relevant performance criteria and vested their annual installments as scheduled. Target Awards granted to NEOs for 2014,2013 and 2012 earned a Premium Award of 100 percent, 100 percent and 65.5 percent, respectively. The table below shows the value realized on vesting of thosePremium Awards at their respective four-year anniversary dates in 2018, 2017 and 2016.

2014 GrantVested in 2018



Evan G. Greenberg $8,910,270 $5,537,142 $3,550,859

Philip V. Bancroft $1,042,122 $732,982 $482,795

John W. Keogh $2,486,384 $1,220,991 $758,838

Paul J. Krump — — —

John J. Lupica $1,419,926 $742,959 $372,552

2 This column discloses the aggregate grant date fair value of stock option awards granted during the year. Option values are based on the grant date fair marketvalue computed in accordance to FASB ASC Topic 718. Additional detail regarding stock option awards made in 2018 is provided in the Grants of Plan-BasedAwards table below in this section of the proxy statement.

3 Reflects solely the aggregate change in pension value for 2018, 2017 and 2016 under the Pension Plan of The Chubb Corporation (Chubb Corp. Pension Plan) andthe Pension Excess Benefit Plan of The Chubb Corporation (Chubb Corp. Pension Excess Benefit Plan). Mr. Krump’s benefits under the Chubb Corp. Pension Planand Chubb Corp. Pension Excess Benefit Plan for 2018 were $(5,943) and $1,316,053, respectively.



4 As detailed in the table below, this column includes perquisites and other personal benefits, consisting of the following:

• Perquisites including retirement plan contributions, personal use of the Company aircraft and Company apartment, and miscellaneous other benefitsdetailed below.

– We calculate our incremental cost for personal use of corporate aircraft based on our variable operating costs, including fuel, crew travel, landing/ramp fees,catering, international handling and proportional share of lease costs. We include in this table amounts for personal use of corporate aircraft by all NEOs whomake personal use of the corporate aircraft, although the Board of Directors required Mr. Greenberg to use corporate aircraft for all travel whenever practicablefor security reasons. For all other NEOs, personal use of the corporate aircraft was limited to space available on normally scheduled managementbusiness flights.

– Other personal benefits including housing allowances and cost of living allowance.

• In 2018, 2017 and 2016, housing allowance was provided to Mr. Bancroft because he has been required by Chubb to maintain a second residence in Bermudain addition to maintaining his own personal residence.

– Our contributions to retirement plans consist of matching and non-contributory employer contributions for 2018, 2017 and 2016.

Name YearHousing

AllowancePrivate

Jet Usage

Misc.Other

Benefits1

RetirementPlan

Contribution

Evan G. Greenberg 2018 — $378,929 $39,545 $828,000

2017 — $188,405 $34,641 $960,000

2016 — $156,220 $46,378 $960,000

Philip V. Bancroft 2018 $264,000 — $130,271 $250,320

2017 $254,858 — $126,141 $271,650

2016 $252,000 — $114,327 $254,250

John W. Keogh 2018 — — $49,318 $403,615

2017 — $2,467 $52,286 $423,508

2016 — $210 $48,948 $404,533

Paul J. Krump 2018 — $14,369 $47,685 $11,000

2017 — — $45,278 $13,154

2016 — — $51,606 $10,600

John J. Lupica 2018 — $167 $107,030 $318,554

2017 — $149 $99,136 $335,446

2016 — $3,606 $91,920 $317,822

1 This column consists of the following: (i) for Mr. Greenberg, use of corporate apartment, executive medical coverage, long service award and matching contributionsmade under our matching charitable contributions program; and (ii) for all other NEOs, club memberships, financial planning, tax services, executive medicalcoverage, use of corporate apartment, matching contributions made under our matching charitable contributions program, car allowance or car lease and carmaintenance allowance.

Employment Arrangements

Each of our NEOs receives an annual salary with annual discretionary cash and long-term equity incentives. Base salaries forNEOs are adjusted as described in “Compensation Discussion & Analysis.” Each NEO also receives customary executive benefits,such as participation in our current benefit and insurance plans, and certain perquisites, which may include some or all of ahousing allowance, car allowance, car loan and club dues. We entered into an individual offer letter with each NEO at thebeginning of his respective employment. Other than as described above, no material terms of such offer letters remain in effect.

In 2015, our Executive Management entered into non-compete agreements that are described below under the “PotentialPayments Upon Termination or Change in Control” table.

In addition, in connection with the Company’s re-domestication to Switzerland in 2008, and for the sole purpose ofdocumentation of work that is expected to be performed in Switzerland, the Company entered into employment agreementswith Evan G. Greenberg, the Company’s Chairman and Chief Executive Officer, and Philip Bancroft, the Company’s ChiefFinancial Officer. Subsequent to the re-domestication, the Company entered into employment agreements with John W. Keoghand John J. Lupica, as Vice Chairmen of Chubb Limited. These employment agreements did not change these officers’responsibilities to the Chubb group of companies or their aggregate compensation from the Chubb group of companies. Theseemployment agreements formally establish that these officers have responsibilities directly with Chubb Limited as a Swisscompany and will receive compensation specifically for work performed in Switzerland.

These employment agreements specify that these officers:• are employees of the Swiss parent company,• will receive compensation allocable to such employment agreement (as opposed to compensation allocable to their work for

other Chubb companies) that reflects 10 percent of the total compensation such officer is currently receiving, and• will work a portion of their time in Switzerland for Chubb Limited approximating 10 percent of their annual work calendar.



The Company may use the same form of employment agreement for these officers to allocate a percentage of their salaries toother subsidiaries of the Company.

Employee Stock Purchase Plan

We maintain a broad-based employee stock purchase plan, which gives our eligible employees the right to purchase ourCommon Shares through payroll deductions at a purchase price that reflects a 15 percent discount to the market price of ourCommon Shares. No participant may purchase more than ten percent of the participant’s compensation or $25,000 in value ofCommon Shares, whichever is less, under this plan in any calendar year. None of our NEOs participated in our employee stockpurchase plan in 2018.

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers. These agreements are infurtherance of our Articles of Association that allow us to indemnify our directors and officers to the fullest extent permitted byapplicable law as well as NYSE and SEC regulations. The indemnification agreements provide for indemnification arising out ofspecified indemnifiable events, such as events relating to the fact that the indemnitee is or was one of our directors or officers oris or was a director, officer, employee or agent of another entity at our request or relating to anything done or not done by theindemnitee in such a capacity, including indemnification relating to the government investigation of industry practices. Theindemnification agreements provide for advancement of expenses. These agreements provide for mandatory indemnification tothe extent an indemnitee is successful on the merits. The indemnification agreements set forth procedures relating toindemnification claims. To the extent we maintain general and/or directors’ and officers’ liability insurance, the agreementsprovide that the indemnitee shall be covered by such policies to the maximum extent of the coverage available for any of ourdirectors or officers.


Executive Compensation — Grants of Plan-Based Awards

Grants of Plan-Based AwardsThe following table sets forth information concerning grants of plan-based awards to the NEOs during the calendar year endedDecember 31, 2018. Because the Compensation Committee made plan-based awards at its February 2019 meeting which itintended as compensation for 2018, we have included those grants in this table along with grants made during 2018.

Name Grant Date1

Estimated Future Payouts UnderEquity Incentive Plan Awards2

All Other StockAwards;

Number ofShares of Stock

or Units3

All Other OptionAwards; Number

of SecuritiesUnderlying

Options4

Exercise or BasePrice of Option

Award

Grant DateFair Value of

Equity IncentivePlan Awards5Target Maximum

Evan G. Greenberg February 28, 2019 51,672 85,259 17,224 $9,225,174

February 28, 2019 91,846 $133.90 $1,881,925

February 22, 2018 46,393 76,548 15,464 $8,849,881

February 22, 2018 82,471 $143.07 $2,761,129

Philip V. Bancroft February 28, 2019 7,848 12,949 5,232 $1,751,412

February 28, 2019 17,436 $133.90 $357,264

February 22, 2018 7,077 11,677 4,718 $1,687,511

February 22, 2018 15,725 $143.07 $526,473

John W. Keogh February 28, 2019 15,812 26,090 8,146 $3,207,976

February 28, 2019 31,937 $133.90 $654,389

February 22, 2018 13,846 22,846 7,133 $3,001,466

February 22, 2018 27,970 $143.07 $936,436

Paul J. Krump February 28, 2019 11,724 19,345 5,326 $2,282,995

February 28, 2019 17,750 $133.90 $363,698

February 22, 2018 7,090 11,699 4,726 $1,690,515

February 22, 2018 15,753 $143.07 $527,410

John J. Lupica February 28, 2019 12,791 21,105 7,282 $2,687,775

February 28, 2019 24,269 $133.90 $497,272

February 22, 2018 9,636 15,899 6,424 $2,297,704

February 22, 2018 21,412 $143.07 $716,874

1 As stated above, the Compensation Committee intended awards granted in February 2019 as compensation for 2018. The Compensation Committee intendedawards granted in February 2018 as compensation for 2017. Therefore, we also disclosed these awards in our 2018 proxy statement.

2 The terms of the performance awards, including the performance criteria for vesting, are described in “Compensation Discussion & Analysis—VariableCompensation—Performance-Based Restricted Stock Awards.” The Target column of this table corresponds to Target Awards, and the Maximum column refers tothe maximum possible Target and Premium Awards. During the restricted period, the NEOs are entitled to vote both the time-based and performance-basedrestricted stock. Dividends are accumulated and distributed only when the shares have vested.

3 Restricted stock vests on the first, second, third and fourth anniversary dates of the grant.4 Stock options vest on the first, second and third anniversary dates of the grant.5 This column discloses the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718. For all assumptions used in the valuation, see

note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.


Executive Compensation — Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year EndThe following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2018.

Option Awards Stock Awards

Name

Number ofSecurities

UnderlyingUnexercised

OptionsExercisable

Number ofSecurities


OptionsUnexercisable

OptionExercise

Price

OptionExpiration

Date

Number ofShares or

Units of StockThat Have

Not Vested

Market Valueof Shares or

Units of StockThat Have

Not Vested1

Equity IncentivePlan Awards:

Number ofUnearned Shares,

Units, orOther

Rights That HaveNot Vested


Market or PayoutValue of

Unearned Shares,Units or Other

Rights That HaveNot Vested1

Evan G. Greenberg 2,596 — $38.51 02/26/2019

159,820 — $50.37 02/25/2020

134,100 — $62.64 02/24/2021

116,905 — $73.35 02/23/2022

143,459 — $85.39 02/28/2023

98,181 — $96.76 02/27/2024

102,787 — $114.78 02/26/2025

66,441 33,221 $118.39 02/25/2026

28,296 56,596 $139.01 02/23/2027

— 82,471 $143.07 02/22/2028 41,564 $5,369,238 170,418 $22,014,597

Philip V. Bancroft 2,596 — $38.51 02/26/2019

1,985 — $50.37 02/25/2020

1,596 — $62.64 02/24/2021

1,363 — $73.35 02/23/2022

1,171 — $85.39 02/28/2023

17,225 — $96.76 02/27/2024

18,728 — $114.78 02/26/2025

13,653 6,828 $118.39 02/25/2026

5,994 11,992 $139.01 02/23/2027

— 15,725 $143.07 02/22/2028 14,363 $1,855,412 24,990 $3,228,208

John W. Keogh 23,432 — $73.35 02/23/2022

29,665 — $85.39 02/28/2023

31,134 — $96.76 02/27/2024

34,103 — $114.78 02/26/2025

23,083 11,545 $118.39 02/25/2026

10,430 20,865 $139.01 02/23/2027

— 27,970 $143.07 02/22/2028 19,711 $2,546,267 59,865 $7,733,361

Paul J. Krump 5,875 11,751 $139.01 02/23/2027

— 15,753 $143.07 02/22/2028 8,692 $1,122,833 19,268 $2,489,040

John J. Lupica 7,640 — $62.64 02/24/2021

4,337 — $63.42 08/11/2021

11,503 — $73.35 02/23/2022

18,053 — $85.39 02/28/2023

23,469 — $96.76 02/27/2024

26,350 — $114.78 02/26/2025

17,735 8,870 $118.39 02/25/2026

7,984 15,973 $139.01 02/23/2027

— 21,412 $143.07 02/22/2028 19,276 $2,490,074 34,632 $4,473,762

1 Based on the closing market price of our Common Shares on December 31, 2018 of $129.18 per share.



Contingent on continued employment and, in some circumstances, satisfaction of specified performance targets, the vestingdates for the awards described in the Outstanding Equity Awards at Fiscal Year End table are as follows:

Name Vest Date

Number ofSecurities



Number ofShares or Units

of Stock ThatHave Not Vested



Units, or OtherRights That Have

Not Vested1

Evan G. Greenberg 2/22/2019 27,491 3,866 —

2/23/2019 28,297 3,979 —

2/25/2019 33,221 4,672 14,016

2/26/2019 — 4,819 14,458

2/22/2020 27,490 3,866 —

2/23/2020 28,299 3,979 47,748

2/25/2020 — 4,672 47,803

2/22/2021 27,490 3,866 46,393

2/23/2021 — 3,979 —

2/22/2022 — 3,866 —

Philip V. Bancroft 2/22/2019 5,242 1,179 —

2/23/2019 5,996 1,349 —

2/25/2019 6,828 1,920 4,032

2/26/2019 — 1,757 1,757

2/22/2020 5,242 1,179 —

2/23/2020 5,996 1,348 8,093

2/25/2020 — 1,921 4,031

2/22/2021 5,241 1,180 7,077

2/23/2021 — 1,350 —

2/22/2022 — 1,180 —

John W. Keogh 2/22/2019 9,325 1,785 —

2/23/2019 10,432 1,996 —

2/25/2019 11,545 2,207 4,285

2/26/2019 — 2,175 4,221

2/22/2020 9,323 1,783 —

2/23/2020 10,433 1,995 15,490

2/25/2020 — 2,209 22,023

2/22/2021 9,322 1,783 13,846

2/23/2021 — 1,996 —

2/22/2022 — 1,782 —

Paul J. Krump 2/22/2019 5,251 1,182 —

2/23/2019 5,875 1,322 —

3/1/2019 — — 2,124

2/22/2020 5,251 1,182 —

2/23/2020 5,876 1,322 7,931

3/1/2020 — — 2,123

2/22/2021 5,251 1,181 7,090

2/23/2021 — 1,322 —

2/22/2022 — 1,181 —



Name Vest Date

Number ofSecurities



Number ofShares or Units

of Stock ThatHave Not Vested



Units, or OtherRights That Have

Not Vested1

John J. Lupica 2/22/2019 7,138 1,607 —

2/23/2019 7,986 1,797 —

2/25/2019 8,870 2,495 5,874

2/26/2019 — 2,471 2,471

2/22/2020 7,138 1,607 —

2/23/2020 7,987 1,797 10,780

2/25/2020 — 2,495 5,871

2/22/2021 7,136 1,605 9,636

2/23/2021 — 1,797 —

2/22/2022 — 1,605 —

1 The vesting date for the securities specified in this column is the later of (a) the “Vest Date” specified for such securities in this table and (b) the date when theCompensation Committee formally confirms vesting pursuant to the process further described in “Compensation Discussion & Analysis—Variable Compensation.”For additional information on performance measures, see footnote 2 to the Grants of Plan-Based Awards table.

Option Exercises and Stock Vested

The following table sets forth information concerning option exercises by, and vesting of restricted stock awards of, our NEOsduring 2018.

Option Awards Stock Awards

NameNumber of Shares

Acquired on ExerciseValue Realized on

Exercise1Number of Shares

Acquired on Vesting2Value Realized on

Vesting3

Evan G. Greenberg 166,684 $16,936,784 130,308 $17,712,752

Philip V. Bancroft — — 22,436 $3,087,154

John W. Keogh — — 40,381 $5,518,023

Paul J. Krump — — 50,858 $6,967,343

John J. Lupica — — 30,949 $4,256,724

1 The value of an option is the difference between (a) the fair market value of one of our Common Shares on the exercise date and (b) the exercise price ofthe option.

2 Of Common Shares acquired on vesting, the following numbers were respectively acquired due to vesting of performance-based restricted stock target awards onMay 17, 2018: Mr. Greenberg (45,042 shares), Mr. Bancroft (7,724 shares), Mr. Keogh (13,129 shares), Mr. Krump (2,124 shares) and Mr. Lupica (10,985 shares). Theannual installment of the performance-based restricted stock awards granted in February 2014, 2015 and 2016 vested. Of shares acquired on vesting, the followingnumbers were respectively acquired due to vesting of performance-based restricted stock premium awards: Mr. Greenberg (66,272 shares), Mr. Bancroft (7,751shares), Mr. Keogh (18,493 shares) and Mr. Lupica (10,561 shares). In May 2018, target awards granted to NEOs in February 2014 earned a Premium Award of100 percent based on Cumulative Performance exceeding the 75th Percentile.For information on performance targets and vesting, see “Compensation Discussion & Analysis—Variable Compensation.”

3 The value of a share of restricted stock upon vesting is the fair market value of one of our Common Shares on the vesting date. If vesting occurs on a day on whichthe New York Stock Exchange is closed, the value realized on vesting is based on the closing price on the open market day prior to the vesting date.


Executive Compensation — Pension Benefits

Pension BenefitsThe only pension plans maintained by the Company in which an NEO participates were assumed in connection with the ChubbCorp. acquisition, the Pension Plan of The Chubb Corporation (Chubb Corp. Pension Plan) and the Pension Excess Benefit Planof The Chubb Corporation (Chubb Corp. Pension Excess Benefit Plan). Mr. Krump is the only NEO that participates inthese plans.

The following table sets forth information about participation by Mr. Krump in our pension plans as of December 31, 2018.

Name Plan NameNumber of YearsCredited Service

Present Value ofAccumulated Benefit12

Payments DuringLast Fiscal Year

Paul J. KrumpChubb Corp. Pension Plan 36 $1,930,533 —

Chubb Corp. Pension Excess Benefit Plan 36 $15,623,652 —

1 Represents the present value of the NEO’s accumulated pension benefit computed as of the same pension plan measurement date we used for 2018 financialstatement reporting. The following actuarial assumptions were used:

• Interest discount rates: 4.21% (Chubb Corp. Pension Plan); 3.83% (Chubb Corp. Pension Excess Benefit Plan);

• Future interest crediting rate on cash balance accounts: 4.10%;

• Mortality table: RP2014 projected using scale MP2018 white collar; and

• Payment Form:

— Chubb Corp. Pension Plan—50% take cash balance account as a lump sum (or, for participants hired on or after January 1, 2001, 100% take lump sum)

— Chubb Corp. Pension Excess Benefit Plan—100% take benefit as a lump sum.

2 The figures shown in the table above assume retirement benefits commence at the earliest unreduced retirement age, reflecting the assumptions described in thepreceding footnote. However, if the NEO’s employment terminated or he retired on December 31, 2018, and plan benefits were immediately payable as a lumpsum (calculated using the 5% discount rate specified in the plan), the Chubb Corp. Pension Excess Benefit Plan benefit would have been as follows:

Name Plan Name Lump Sum Amount

Paul J. Krump Chubb Corp. Pension Excess Benefit Plan $16,806,198

Chubb Corp. Pension Plan

Employees of Chubb Corp. on the date of its acquisition by the Company were eligible to participate in the Chubb Corp. PensionPlan, a tax-qualified defined benefit plan. Mr. Krump participates in the Chubb Corp. Pension Plan on the same terms andconditions as other eligible employees, except as noted below. The Chubb Corp. Pension Plan, as in effect during 2018, provideseach eligible employee with annual retirement income beginning at age 65 equal to the product of:

• the total number of years of participation in the Chubb Corp. Pension Plan; and

• 1.75 percent of average compensation for the highest five years in the last ten years of participation prior to retirement duringwhich the employee was most highly paid or, if higher, the last 60 consecutive months (final average earnings).

Average compensation under the Chubb Corp. Pension Plan includes salary and annual non-equity incentive compensation. Asocial security offset is subtracted from this benefit. The social security offset is equal to the product of:

• the total number of years of participation in the Chubb Corp. Pension Plan; and

• an amount related to the participant’s primary social security benefit.

Benefits can commence as early as age 55. However, if pension benefits commence prior to age 65, they may be actuariallyreduced. The reduction in the gross benefit (prior to offset for social security benefits) is based on the participant’s age atretirement and years of Chubb Corp. Pension Plan participation as follows:

• If the participant has at least 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 62 (Mr. Krumphas more than 25 years of Chubb Corp. Pension Plan participation). They are reduced 2.5 percent per year from 62 to 60(5 percent reduction at 60) and 5 percent per year from 60 to 55 (30 percent reduction at 55).

• If the participant has at least 15 but less than 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced atage 65. They are reduced 2 percent per year from 65 to 62 (6 percent reduction at 62) and 4 percent per year from 62 to 61(10 percent reduction at 61) and 5 percent per year from 61 to 55 (40 percent reduction at 55).

• If the participant has less than 15 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 65. They arereduced 6.67 percent per year from 65 to 60 (33.3 percent reduction at 60) and 3.33 percent per year from 60 to 55(50 percent reduction at 55).

The participant’s social security benefit is reduced based on factors relating to the participant’s year of birth and ageat retirement.


Executive Compensation — Pension Benefits

Benefits are generally paid in the form of an annuity. If a participant retires and elects a joint and survivor annuity, the ChubbCorp. Pension Plan provides a 10 percent subsidy. The portion of the benefit attributable to the cash balance account, asdescribed in the following paragraph, may be paid in the form of a lump sum upon termination of employment.

Effective January 1, 2001, the Chubb Corp. Pension Plan was amended to provide a cash balance benefit, in lieu of the benefitdescribed above, to reduce the rate of increase in the Chubb Corp. Pension Plan costs. This benefit provides for a participant toreceive a credit to his or her cash balance account every six months. The amount of the cash balance credit increases from2.5 percent to 5 percent of compensation as the sum of a participant’s age and years of service credit increases. The maximum creditof 5 percent of compensation (subject to the maximum limitation on compensation permitted by the Internal Revenue Code) earnedover the preceding six months is made when the sum of a participant’s age and years of service credit equals or exceeds 55 (which isthe case for Mr. Krump). Amounts credited to a participant’s cash balance account earn interest at a rate based on the 30-yearU.S. treasury bond rate, subject to a minimum interest rate of 4 percent. Participants who were hired by Chubb Corp. prior toJanuary 1, 2001 (including Mr. Krump) will receive a benefit under the Chubb Corp. Pension Plan equal to the greater of the pensionbenefit described in the preceding paragraphs or the amount calculated under the cash balance formula.

ERISA and the Internal Revenue Code impose maximum limitations on the recognized compensation and the amount of apension which may be paid under a funded defined benefit plan such as the Chubb Corp. Pension Plan. The Chubb Corp.Pension Plan complies with these limitations.

In 2016 the Chubb Corp. Pension Plan was amended to freeze further benefit accruals effective as of December 31, 2019.

Chubb Corp. Pension Excess Benefit Plan

The Chubb Corp. Pension Excess Benefit Plan is a supplemental, nonqualified, unfunded plan assumed by the Company inconnection with the Chubb Corp. acquisition. The Chubb Corp. Pension Excess Benefit Plan uses essentially the same benefitformula, early retirement reduction factors and other features as the Chubb Corp. Pension Plan, except that the Chubb Corp.Pension Excess Benefit Plan recognizes compensation (salary and annual non-equity incentive plan compensation) above IRScompensation limits. The Chubb Corp. Pension Excess Benefit Plan also recognizes deferred compensation for purposes ofdetermining applicable retirement benefits. Benefits under both the Chubb Corp. Pension Plan and the Chubb Corp. PensionExcess Benefit Plan are provided by us on a noncontributory basis.

Benefits payable under the Chubb Corp. Pension Excess Benefit Plan are generally paid in the form of a lump sum, calculatedusing an interest discount rate of 5 percent. However, the portion of the benefit that was earned and vested as of December 31,2004 may be payable in certain other forms, including installment payments and life annuities, if properly elected by theparticipant and if the participant satisfies the requirements of the Chubb Corp. Pension Excess Benefit Plan.

With the Chubb Corp. Pension Plan freeze in accruals, the Chubb Corp. Pension Excess Benefit Plan accruals will also freezeeffective December 31, 2019.

Nonqualified Deferred CompensationThe following table sets forth information about nonqualified deferred compensation of our NEOs.

Executive Contributionsin Last FY

Registrant Contributionsin Last FY1

Aggregate Earningsin Last FY2

Aggregate Withdrawals/Distributions

Aggregate Balanceat Last FYE3

Evan G. Greenberg $671,500 $800,400 $(21,183) — $14,489,976

Philip V. Bancroft $190,100 $222,720 $(376,624) — $4,079,807

John W. Keogh $317,846 $370,615 $(458,396) — $7,146,543

Paul J. Krump4 — — $(229,449) — $3,817,916

John J. Lupica $246,961 $285,554 $(547,169) — $10,081,803

1 The amounts shown in this column are also included in the Summary Compensation Table for 2018 in the All Other Compensation column.2 The Aggregate Earnings for Messrs. Greenberg, Bancroft, Keogh and Lupica resulted from Deferred Compensation Earnings only. The following table reflects the

components for the “Aggregate Earnings in Last Fiscal Year” column for Mr. Krump:

Name

CCAP ExcessBenefit Plan

Earnings

DeferredCompensation

Earnings

Appreciation andDividends on

Deferred RSUs

ESOP ExcessBenefit Plan

Earnings Total

Paul J. Krump $13,692 $(12,874) $(248,232) $17,966 $(229,449)

3 Of the totals shown in this column, the following amounts are also included in the Summary Compensation Table for 2018, 2017 and 2016: Evan G. Greenberg($2,666,700), Philip V. Bancroft ($694,920), John W. Keogh ($1,144,035), and John J. Lupica ($883,765).

4 This table does not include amounts under the Chubb Corp. Pension Excess Benefit Plan, which appear in the Pension Benefits table on page 102.


Executive Compensation — Nonqualified Deferred Compensation

Chubb INA Holdings Inc. sponsors a total of five nonqualified deferred compensation plans in which the NEOs participate. All ofthese plans—The Chubb US Supplemental Retirement Plan, The Chubb US Deferred Compensation Plan, the Pension ExcessBenefit Plan of The Chubb Corporation, the Defined Contribution Excess Benefit Plan of The Chubb Corporation, and TheChubb Corporation Key Employee Deferred Compensation Plan—are unfunded nonqualified plans designed to benefitemployees who are highly compensated or part of a select group of management. Following the Chubb Corp. acquisition inJanuary 2016, Chubb INA Holdings Inc. became the plan sponsor of the three Chubb Corp. nonqualified plans—the PensionExcess Benefit Plan of the Chubb Corporation, the Defined Contribution Excess Benefit Plan of The Chubb Corporation, and TheChubb Corporation Key Employee Deferred Compensation Plan. Mr. Krump is the only NEO who is a participant in thesethree plans.

Chubb INA Holdings Inc. sets aside assets in rabbi trusts to fund the obligations under the above five plans. The funding(inclusive of investment returns) of the rabbi trusts attempts to mirror the participants’ hypothetical earnings under each plan,where relevant.

Participants in the Chubb US Supplemental Retirement Plan contribute to such plans only after their contributions totax-qualified plans are capped under one or more Internal Revenue Code provisions. Participants in the Chubb US DeferredCompensation Plans may defer additional amounts of salary or bonuses with deferred amounts credited to these plans. Up to50 percent of salary and up to 100 percent of cash bonuses are eligible for deferral under the Chubb US Deferred CompensationPlan. NEOs are not treated differently from other participants under these plans. Certain Bermuda-based employees, amongthem NEOs, participate under the Chubb INA Holdings Inc. nonqualified plans.

For more information on our nonqualified deferred compensation plans, see the section of this proxy statement titled “PotentialPayments upon Termination or Change in Control—Non-Qualified Retirement Plans and Deferred Compensation Plans.”


Executive Compensation — Potential Payments upon Termination or Change in Control

Potential Payments upon Termination or Change in ControlThe table below contains estimates of potential payments to each of our NEOs upon termination of employment or a change incontrol under current employment arrangements and other compensation programs, assuming the termination or change ofcontrol event occurred on December 31, 2018. Pursuant to our Articles of Association, in 2015 we entered into non-competeagreements with our Executive Management and terminated our Severance Plan with respect to Executive Management.Following the table we have provided a brief description of such employment arrangements and other compensation programs,including the non-compete agreements.

Name Cash Severance Medical Continuation1Retirement Plan

Continuation

Value of Accelerated &Continued Equity andPerformance Awards2

Evan G. Greenberg

Separation without cause $14,933,333 $43,662 — $20,236,415

Change in control — — — $27,742,290

Separation for cause — — — —

Retirement — — — —

Death or disability — — — $27,742,290

Philip V. Bancroft






John W. Keogh






Paul J. Krump

Separation without cause — — — —





John J. Lupica






1 The value of medical continuation benefits is based on the medical insurance premium rates payable by the Company and applicable to the NEOs as ofyear-end 2018.

2 Based on the closing market price of our Common Shares on December 31, 2018 of $129.18 per share.

The table above does not duplicate aggregate balance amounts disclosed in the sections of this proxy statement titled “ExecutiveCompensation—Nonqualified Deferred Compensation” and “—Pension Benefits” including amounts that may become payable onan accelerated timeline due to termination of employment or a change in control as described in “—Pension Benefits” and belowunder “—Non-Qualified Retirement Plans and Deferred Compensation Plans”.



Non-Competition Agreements

Our Articles of Association specify a maximum 12-monthduration and notice period for compensation-relatedagreements with Executive Management. In addition, thearticle permits the Company to enter into post-employmentnon-competition agreements with members of ExecutiveManagement for a term of up to two years after terminationof employment. Following shareholder approval at our 2015annual general meeting, we entered into non-competeagreements with our Executive Management (andMr. Lupica, who was a member of Executive Management in2015) and terminated our Severance Plan with respect tosuch persons. Our Severance Plan remains in effect withrespect to all other participants.

These non-compete agreements prohibit the above-mentioned executives from engaging in, or soliciting clients,customers and employees of the Company in connectionwith, any business competitive with the Company for aperiod of 24 months following termination of employment.The non-compete agreements’ restrictions take effect if theCompany terminates the executive’s employment. Inaddition, if the termination is for reasons other thandisability, gross negligence or willful misconduct, inexchange for complying with the agreement’s restrictions,the executive will receive a payment equal to the sum of(i) two times annual base salary, (ii) two times the average of

the bonuses paid to the executive for the prior three years,(iii) a pro rata annual bonus for the year of termination, and(iv) an amount equal to 24 months of the Company’s portionof the health and dental premium payments, and theexecutive will receive 24 months of continued vesting ofcertain equity awards granted before the date of thenon-compete agreement. The executives forfeit their rightsto the payment and continued vesting, and they must repayamounts already paid in cash or the value of shares receivedthrough equity awards, if applicable, if they violate anyprovision of the non-compete agreement. The non-competeagreements also require the executive to sign a waiver andrelease to receive payment and continued vesting.

Non-Qualified Retirement Plans andDeferred Compensation Plans

All the NEOs participate in one or more non-qualifieddefined contribution retirement plans or deferredcompensation plans through a Chubb employer. A change incontrol under the current provisions of the plans discussedbelow will not result in a distributable event in and of itself.Further, whether an NEO’s termination is with or withoutcause does not impact entitlement to benefits under any ofthe nonqualified plans. Below is an overview of each plan.

The Chubb US SupplementalRetirement PlanThis is a non-qualified retirementplan for a select group ofemployees who are generallyhigher paid.

Beginning in 2009, Bermuda-basedemployees who are also employedby a United States employerparticipate in the Plan.

• Contributions to this plan are made where Internal Revenue Code provisions limit thecontributions of these employees under one or both U.S. qualified plans: the Chubb US401(k) Plan and the Chubb US Basic Retirement Plan.

• Contributions credited to this supplemental plan mirror the employee contributions andemployer matching contributions that would have been made under the Chubb US 401(k)Plan and the non-discretionary six percent (for NEOs) employer contribution that wouldhave been made under the Chubb US Basic Retirement Plan but for the limits imposed bythe Internal Revenue Code.

• Vesting: Upon completion of two years of service, a participant vests in the employercontributions under this supplemental plan.

• Distributions: After termination of employment, regardless of age or reason fortermination. Distributions are generally made in January of the year following theparticipant’s termination of employment, subject to restrictions imposed by InternalRevenue Code Section 409A.

• Chubb makes employer contributions once each year for participants employed onDecember 31.



The Chubb US DeferredCompensation PlanThis is a non-qualified deferredcompensation plan for a selectgroup of employees who aregenerally higher paid that permitsthem to defer the receipt of aportion of their compensation.

• The plan also credits employer contributions that would have been made or credited to theChubb US 401(k) Plan, the Chubb US Basic Retirement Plan, or the Chubb US SupplementalRetirement Plan if the employee had received the compensation rather than electing todefer it, subject to the same vesting period as those plans.

• Participants generally elect the time and form of payment at the same time that they electto defer compensation. Participants may elect:

– to receive distributions at a specified date or at termination of employment;

– to receive distributions in the form of a lump sum or periodic payments;

– a different distribution date and form of payment each time they elect to defercompensation. The new date and payment form will apply to the compensation that isthe subject of the new deferral election.

• For plan amounts subject to Internal Revenue Code Section 409A, the plan imposesadditional requirements on the time and form of payments.

• Chubb makes employer contributions once each year for participants employed onDecember 31.

The Pension Excess Benefit Planof The Chubb Corporation(assumed in connection with theChubb Corp. acquisition)

This plan is a supplemental,nonqualified, unfunded plansimilar to the Chubb Corp. PensionPlan but recognizes compensationabove IRS compensation limits.Plan accruals will freeze effectiveDecember 31, 2019, when the ChubbCorp. Pension Plan benefits freeze.

• The plan’s benefits are calculated in the same fashion as the Chubb Corp. Pension Planbenefits in excess of IRS limits.

• The plan benefits are generally paid in a lump sum using an interest rate of 5 percent.

• Additional distribution options are permitted for benefits accrued prior to 2005.

The Defined Contribution ExcessBenefit Plan of The ChubbCorporation (assumed inconnection with the ChubbCorp. acquisition)

This is a non-qualified deferredcompensation plan for a selectgroup of employees who aregenerally higher paid that permitsthem to defer the receipt of aportion of their compensation.

Amounts credited for service in 2016and later are paid in cash (notdeferred).

• The plan provides a 4 percent contribution above the IRS qualified plan limits.

• Prior to the Chubb Corp. acquisition, participants could choose to defer these amounts orreceive them in cash.

• Deferrals are notionally invested in the Fidelity Stable Value Fund.

• In 2004, The Chubb Corporation Employee Stock Ownership Excess Benefit Plan wasmerged with the plan.

• Earnings on The Chubb Corporation Employee Stock Ownership Plan shares are based onthe change in Common Shares and dividends paid.

The Chubb Corporation KeyEmployee DeferredCompensation Plan (assumed inconnection with the Chubb Corp.acquisition)

This is a non-qualified deferredcompensation plan for a selectgroup of employees who aregenerally higher paid that permitsthem to defer the receipt of aportion of their compensation.

• The plan permitted deferrals of salary, bonus and stock awards.

• Our acquisition of Chubb Corp. was a distributable event (where chosen) and Mr. Krumpreceived a distribution from the plan.

• The plan contains an older plan, The Chubb Corporation Executive DeferredCompensation Plan, which is not subject to Internal Revenue Code Section 409A.Mr. Krump has deferrals under both pre-409A and 409A plans.



Long-Term Incentive Plans

All the NEOs participate in one or more long-term incentiveplans. Awards under the equity plans are generally subject tovesting, as set by the Compensation Committee as a part ofeach award. In general, the awards vest and are exercisable,where applicable, without regard to whether the NEO’stermination is considered with or without cause.

Awards for our NEOs and other executive officers are alsosubject to the terms and conditions of our clawback policy,further described in “Compensation Practices and Policies—Clawback Policy”. Additionally, beginning February 2018,award agreements for these officers also contain anon-solicitation provision prohibiting the officer during theyear following his or her separation from us from solicitingor accepting insurance or reinsurance business from ourcustomers, agents or brokers that the officer (or the officer’sreports) recently communicated with or had access toconfidential information about, and also from soliciting orhiring any of our employees.

Generally, all options and awards vest upon termination ofemployment due to death or disability. An NEO is disabledfor purposes of accelerating vesting when the NEO, underthe relevant employer-sponsored long-term disability plan, isdetermined to be disabled. If the NEO is not eligible toparticipate in an employer-sponsored disability plan, thenthe Compensation Committee makes this determination byapplying standards similar to those applied under a disabilityplan. In making these determinations, the definition ofdisability is modified, where necessary, to comply withInternal Revenue Code Section 409A.

All equity-based compensation (options, restricted stock andrestricted stock units) of our NEOs granted before August2014 will immediately vest in the event of a change incontrol, except for Mr. Greenberg and Mr. Bancroft.

Equity-based compensation granted to Mr. Greenberg afterMay 2011 and before August 2014, and to Mr. Bancroft afterFebruary 2013 and before August 2014, and held by him willinstead vest on his termination, before the regularlyscheduled vesting dates, in any of the followingcircumstances:

• if we terminated his employment without cause,

• if he terminated his employment for good reason duringthe six-month period immediately before a change incontrol or during the two-year period immediatelyfollowing a change in control, or

• if he terminated employment for any reason in the seventhmonth after the change in control.

Equity-based compensation granted after August 2014, for allour NEOs including Mr. Greenberg and Mr. Bancroft, willvest in the event of a change of control only if we terminatethe participant’s employment without cause or if theparticipant resigns for good reason during the six-monthperiod immediately before a change in control or during thetwo-year period immediately following a change in control(double-trigger vesting).

Generally, incentive stock options must be exercised withinthree months of the date of termination of employment.Upon termination of employment due to death or disability,the exercise period is extended to one year following thetermination of employment. Upon retirement, the exerciseperiod for the retiree is extended so that the termination isdeemed to have occurred on the ten-year anniversary of theoption grant date or, if earlier, the date of the retiree’s death.In addition, for employees who meet certain criteria,unvested awards will continue to vest after retirement. Toqualify for continued vesting, employees must be at least age62 with ten or more years of service, retire in good standingand sign an agreement and release as presented bythe Company.

For purposes of these long-term incentive plans, changein control means:

• a person becomes a “beneficial owner” (as such term isused in Rule 13d-3 of the Exchange Act) of 50 percent ormore of the voting stock of Chubb;

• the majority of the Board consists of individuals other thanincumbent directors (meaning the members of the Boardon the effective date of the change in control); providedthat any person becoming a director after that date, whoseelection or nomination for election was supported by three-quarters of the incumbent directors, will be considered tobe an incumbent director;

• Chubb adopts any plan of liquidation providing for thedistribution of all or substantially all of its assets;

• all or substantially all of the assets or business of Chubb isdisposed of due to a merger, consolidation or othertransaction unless the shareholders of Chubb, immediatelyprior to such merger, consolidation or other transaction,beneficially own, directly or indirectly (in substantially thesame proportion as they owned the voting stock of Chubb),all of the voting stock or other ownership interests of theentity or entities, if any, that succeed to the business ofChubb; or

• Chubb combines with another company and is thesurviving corporation but, immediately after thecombination, the shareholders of Chubb immediately priorto the combination hold, directly or indirectly, 50 percentor less of the voting stock of the combined company.

For the purpose of this definition of change in control:

An “affiliate” of a person or other entity means a person orother entity that directly or indirectly controls, is controlledby, or is under common control with the person or otherentity specified.

“Voting stock” means capital stock of any class or classeshaving general voting power under ordinary circumstances,in the absence of contingencies, to elect the directors ofa corporation.

When determining if a change in control has occurred,where necessary, the definition of change in control ismodified to comply with Internal Revenue CodeSection 409A.


Executive Compensation — Median Employee Pay Ratio

Median Employee Pay Ratio

Chubb is committed to delivering fair and competitive compensation to all our employees worldwide in our pursuit to attractand retain a highly qualified, experienced, talented and motivated workforce. We employ more than 30,000 employees in 54countries and territories around the world. Given our global presence and the geographical distribution of our workforce, ourcompensation program utilizes a variety of pay scales reflecting cost of living and other factors to determine how wecompensate our employees in a particular region or country.

The 2018 total annual compensation of our CEO calculated for purposes of disclosure in the Summary Compensation Table ofthis proxy statement was $20,357,484, which was approximately 316.4 times the compensation of the median employee($64,340) calculated in the same manner. The median employee, an underwriting services analyst based in the United States, isthe same employee used in the pay ratio calculation disclosed in our 2018 proxy statement. We believe it is reasonable tocontinue to use the same employee for purposes of this calculation because there has been no change in our employeepopulation or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

As disclosed in our 2018 proxy statement, we identified the median employee by examining compensation information derivedfrom our global human resources information systems for all employees as of December 31, 2017, excluding the CEO. Inidentifying the median employee, we assessed for all employees the sum of (as applicable): 2017 base salary (for salariedemployees), wages, excluding overtime (for hourly employees), commissions (for commissions-based employees), annual equityawards granted in 2017 (based on grant date value) and cash bonuses awarded in 2017 under variable compensation incentiveplans. We annualized base salaries for salaried employees who were employed by us on December 31, 2017 but were notemployed for the full fiscal year.

The median employee’s total annual compensation calculated as above is not a good indicator of total annual compensation ofany other individual or group of employees, and may not be comparable to the total annual compensation of employees atother companies who may award or calculate compensation differently.


Audit Committee Report

The Audit Committee currently consists of five members ofthe Board of Directors, each of whom is independent of theCompany and its management, within the meaning of NYSElisting standards, and has been determined by the Board ofDirectors to be financially literate, as contemplated by NYSElisting standards, and an “audit committee financial expert”within the meaning of the U.S. Securities and ExchangeCommission’s rules.

The Audit Committee operates under our OrganizationalRegulations and a written charter approved by the Board ofDirectors, a copy of which is available on the Company’swebsite. As more fully described in the OrganizationalRegulations and charter, the primary purpose of the AuditCommittee is to assist the Board of Directors in its oversightof the integrity of the Company’s financial statements andfinancial reporting process, the system of internal controls,the audit process, the performance of the Company’sinternal auditors and the performance, qualification andindependence of the Company’s independent registeredpublic accounting firms, PricewaterhouseCoopers LLP andPricewaterhouseCoopers AG, which we collectively refer toin this report as PwC. In addition, the Audit Committee hasestablished procedures for the receipt, retention andtreatment, on a confidential basis, of any communicationsand complaints it receives. Employees, third-partyindividuals and organizations are encouraged to reportconcerns about the Company’s accounting controls, auditingmatters or anything else that appears to involve financial orother wrongdoing. To report such matters, please e-mail usat: [email protected].

Management of the Company is responsible for establishingand maintaining adequate internal control over financialreporting, and the Board of Directors oversees this process.Pursuant to the SEC’s rules and regulations, internal controlover financial reporting is a process designed by, or under thesupervision of, the Company’s Chief Executive Officer andChief Financial Officer to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of the Company’s financial statements forexternal purposes in accordance with generally acceptedaccounting principles. As of December 31, 2018, managementhas evaluated the effectiveness of the Company’s internalcontrol over financial reporting based on the criteria foreffective internal control over financial reporting establishedin “Internal Control-Integrated Framework,” issued by theCommittee of Sponsoring Organizations (COSO) of theTreadway Commission in 2013. Based on this evaluation,management concluded that the Company’s internal control

over financial reporting was effective as of December 31, 2018.

The Company’s management prepares the Company’sconsolidated financial statements in accordance withaccounting principles generally accepted in the United Statesof America and is responsible for the financial reportingprocess that generates these statements. The Company’sindependent registered public accounting firm audits theCompany’s year-end financial statements and reviews theinterim financial statements. PwC audited the consolidatedfinancial statements of the Company included in the AnnualReport on Form 10-K and has issued an unqualified report onthe fair presentation of the consolidated financial statementsin accordance with U.S. GAAP, and on the effectiveness ofthe Company’s internal control over financial reporting, as ofDecember 31, 2018. Further, PwC has audited the Swissstatutory financial statements of the Company and has issuedan unqualified report that the accounting records and thestatutory financial statements comply with Swiss law and theCompany’s Articles of Association. The Audit Committee, onbehalf of the Board of Directors, monitors and reviews theseprocesses, acting in an oversight capacity relying on theinformation provided to it and on the representations madeto it by the Company’s management, PwC and otheradvisors. The Audit Committee annually reviews PwC’sindependence and performance in connection with theCommittee’s determination of whether to retain PwC orengage another firm as our independent auditor.

At the four regularly scheduled quarterly meetings, the AuditCommittee met with members of management and PwC toreview Company matters, including internal andindependent audits, loss reserve estimates anddevelopments, compliance-related activities, cyber-securitycontrols and activities, PwC’s budgeted and actual fees forservices, and other financial reporting and accounting, legaland internal policy matters. Additionally, at its February2018 and November 2018 meetings the Audit Committee metin joint session with the Risk & Finance Committee to reviewand discuss the Company’s enterprise risk managementstrategy, including risk priorities and risk governance, aswell as tax matters and affiliate reinsurance.

Management participants at Audit Committee meetingsinclude the Chief Financial Officer, Chief Accounting Officer,Chief Compliance Officer, Chief Auditor, Chief Actuary, legalcounsel and others as requested. Also at the quarterlymeetings, the Audit Committee met in executive session (thatis, without management present) with representatives ofPwC and also with the Company’s Chief Auditor, in each case



to discuss the results of their examinations and theirevaluations of the Company’s internal controls and overallfinancial reporting, as well as the Company’s Chief FinancialOfficer, General Counsel and Chief Compliance Officer. InJanuary 2019, the Audit Committee met with the ChiefActuary to review, among other things, the externalindependent actuaries’ review and their annual independentassessment of the Company’s loss reserves. At the February2019 meeting, the 2018 annual financial statements,including Management’s Discussion and Analysis in ourAnnual Report on Form 10-K, were reviewed and discussedwith management and PwC prior to their filing with the SEC.The Audit Committee also met and received presentations atthe February 2019 meeting from its external independentactuaries on the Company’s loss reserves.

In 2018 the Audit Committee held five conference calls todiscuss various financial reporting and accounting matters.Members of the Audit Committee also met with the financialreporting senior leadership team and the internal auditleadership team to discuss how these teams fulfill theirresponsibilities and obligations as well as key initiatives,anticipated operational challenges and their methods toachieve efficiencies.

The Audit Committee also held four conference calls withmanagement and PwC at which the Company’s quarterlyand annual earnings press releases, consolidated financialstatements and disclosures under “Management’s Discussionand Analysis of Financial Condition and Results ofOperations” (including significant accounting policies andjudgments) were reviewed in advance of their public release.

The committee also held its annual in-person comprehensivein-depth session with members of management to focus onspecific matters of importance, including cyber-security andkey regulations and laws relating to cyber-security, dataprivacy and security, tax matters, life insurance accounting,and Chubb’s use of technology (including intelligentautomation and the cloud). The Audit Committee discussedwith PwC all the matters required to be discussed bygenerally accepted auditing standards as adopted by thePublic Company Accounting Oversight Board, or PCAOB(“Communication with Audit Committees”). Thesediscussions included:

• the auditor’s judgments about the quality, not just theacceptability, of the Company’s accounting principles asapplied in its financial reporting;

• methods used to account for significant transactions;

• the effect of significant accounting policies in controversialor emerging areas for which there is a lack of authoritativeguidance or consensus;

• the process used by management in formulatingparticularly sensitive accounting estimates and the basis forthe auditor’s conclusions regarding the reasonableness ofthose estimates;

• reviewed and approved the Company’s policy with regardto the hiring of former employees of the independentauditor;

• reviewed with management the scope and effectiveness ofthe Company’s disclosure controls and procedures,including for purposes of evaluating the accuracy and fairpresentation of the Company’s financial statements inconnection with certifications made by the CEO and CFO;and

• disagreements, if any, with management over theapplication of accounting principles (of which there werenone), the basis for management’s accounting estimates,and disclosures in the financial statements.

The Audit Committee reviewed all other material writtencommunications between PwC and management.

The Audit Committee discussed with PwC theirindependence from the Company and management,including a review of audit and non-audit fees, and hasreviewed in that context the written disclosures and theapplicable requirements of the PCAOB regarding theindependent auditor’s communications with the AuditCommittee. The Audit Committee Chair also met withmembers of PwC’s global leadership team to reviewaccounting matters and elicit their perspective regardingconduct of the Chubb global audit.

Based on the review and discussions referred to above, andin reliance on the information, opinions, reports orstatements presented to the Audit Committee by theCompany’s management, its internal auditors and itsindependent registered public accounting firm, the AuditCommittee recommended to the Board of Directors that theDecember 31, 2018 audited consolidated financial statementsbe included in the Company’s Annual Report on Form 10-Kand that such report, together with the audited Swissstatutory financial statements of Chubb Limited, be includedin the Company’s Annual Report to Shareholders for thefiscal year ended December 31, 2018.



The foregoing report has been approved by all members ofthe Audit Committee.

Robert W. Scully, Chair

James I. Cash

Kimberly A. Ross

Theodore E. Shasta

David H. Sidwell


Information About the AnnualGeneral Meeting and Voting

Why do you make this proxy statementavailable to me?

This proxy statement summarizes the information you needto vote at the Annual General Meeting. You do not need toattend the Annual General Meeting to vote your shares.

Why did I receive a notice in the mailregarding the Internet availability of proxymaterials instead of a full set ofproxy materials?

We are taking advantage of rules issued by the SEC that allowcompanies to furnish proxy materials to shareholders via theInternet. This electronic process gives you fast andconvenient access to the materials, reduces our impact onthe environment and reduces printing and mailing costs. Ifyou received a Notice Regarding the Internet Availability ofProxy Materials (which we refer to as the Notice) by mail,you will not receive a printed copy of the proxy materialsunless you specifically request one. The Notice instructs youon how to access and review all of the important informationcontained in this proxy statement, request a printed copyand submit your proxy over the Internet. If you hold sharesthrough your broker or other intermediary, that person orinstitution will provide you with instructions on how to voteyour shares.

Our Board of Directors is soliciting your vote for its 2019Annual General Meeting, which will be held at 11:45 a.m.Central European Time on Thursday, May 16, 2019, at theoffices of Chubb Limited, Bärengasse 32, CH-8001 Zurich,Switzerland.

The Company intends to commence distribution of theNotice to shareholders on or about April 4, 2019.

How do I access proxy materials onthe Internet?

Important Notice Regarding the Internet Availability ofProxy Materials for the Annual General Meeting to beHeld on May 16, 2019. Our proxy statement for the 2019Annual General Meeting and our 2018 Annual Report, whichincludes the standalone statutory financial statements andconsolidated financial statements of Chubb Limited for theyear ended December 31, 2018, will be available on or about

April 4, 2019 at http://www.edocumentview.com/CB. Ifyou hold shares through a broker or intermediary, thatperson or institution will provide instructions on how toaccess proxy materials on the Internet. These proxymaterials will also be available, together with the form ofproxy card, on the Company’s website in the InvestorInformation section at investors.chubb.com/investor-relations/shareholder-resources/shareholder-meeting-materials.

You may also request a printed copy of these proxy materialsby any of the methods described on the Notice or by contactingChubb Limited Investor Relations by telephone at+1 (212) 827-4400 or via e-mail at [email protected].

We encourage shareholders to elect to receive all futureproxy materials electronically, which is free, fast, convenientand environmentally friendly. If you are a shareholder ofrecord, visit http://www.envisionreports.com/CB forinstructions. If you are a beneficial owner, visithttp://www.proxyvote.com or contact your bank, broker,or other nominee for instructions or follow the instructionsincluded in your proxy materials.

Who is entitled to vote?

March 25, 2019 is the record date for the Annual GeneralMeeting. On that date, we had 458,233,586 Common Sharesoutstanding. Our Common Shares are registered shares witha current par value of CHF 24.15 and are our only class ofvoting stock.

Beneficial owners of shares held in “street name” andshareholders of record with voting rights at the close ofbusiness on March 25, 2019 are entitled to vote at theAnnual General Meeting, except as provided below.

• If you are a beneficial holder of shares held in “streetname” and ask to become a shareholder of record for thoseshares after March 25, 2019 but on or before May 3,2019 and want to vote those shares at the Annual GeneralMeeting, you will need to obtain a proxy for identificationpurposes. You can obtain a proxy from the registeredvoting rights record holder of those shares as of the recorddate of the Annual General Meeting.

• If you are a record holder of our shares (as opposed to abeneficial holder of shares held in “street name”) on therecord date of the Annual General Meeting but sell yourshares prior to May 3, 2019, you will not be entitled tovote those shares at the Annual General Meeting.


Information About the Annual General Meeting and Voting

How many votes do I have?

Generally, you have one vote for each of our CommonShares that you own. However, if you own Controlled Shares(as defined in our Articles of Association) that constitute10 percent or more of the issued Common Shares, then yourvoting rights with respect to those Controlled Shares will belimited, in the aggregate, to a voting power of approximately10 percent pursuant to a formula specified in Article 14 of ourArticles of Association. Our Articles of Association defineControlled Shares generally to include all shares of theCompany directly, indirectly or constructively owned orbeneficially owned by any person or group of persons.

What is the difference between holdingshares as a shareholder of record and as abeneficial owner?

Most of our shareholders hold their shares through a broker,bank or other nominee rather than directly in their ownname. As summarized below, there are some differencesbetween shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name, asregistered shares entitled to voting rights, in our shareregister operated by our transfer agent, Computershare Inc.,then you are considered the shareholder of record withrespect to those shares. The Notice is sent to you directly byus. As the shareholder of record, you have the right to grantyour voting proxy directly to the independent proxy (see“How do I vote by proxy given to the independent proxy if Iam a record holder?” below) or to grant a written, signedproxy to any person, who does not need to be a shareholder,or to vote in person at the Annual General Meeting. If youare a shareholder of record, you may vote electronicallythrough the Internet by following the instructions providedon the Notice.

Beneficial Owner

If your shares are held in a stock brokerage account or by abank or other nominee, you are considered the beneficialowner of shares held in “street name”. Your broker, bank orother nominee forwards the Notice or other proxy materialsto you, since they are considered the shareholder of recordwith respect to those shares. As the beneficial owner, youhave the right to direct your broker, bank or other nomineeon how to vote your shares and are also invited to attend theAnnual General Meeting. However, since you are not theshareholder of record, you may only vote these shares inperson at the Annual General Meeting if you follow theinstructions described below under the heading “How do Ivote in person at the Annual General Meeting?”.

Your broker, bank or other nominee has enclosed directionsfor you to use in directing your broker, bank or othernominee as to how to vote your shares, which may containinstructions for voting by telephone or electronically. Forcertain agenda items, your broker may not be permitted tovote your shares without voting directions from you.

May I vote via the Internet, mail ortelephone?

You have a choice of voting over the Internet or voting bycompleting a proxy card and mailing it in the returnenvelope provided. We encourage you to vote over theInternet because we can tabulate your vote faster than bymail. There are separate Internet arrangements dependingon whether you are a shareholder of record or a beneficialowner (holding your shares in “street name”).

• If you are a shareholder of record, you may voteelectronically through the Internet by following theinstructions provided on the Notice. Telephone voting forrecord holders is not permitted.

• If you are a beneficial owner and hold your shares in“street name,” you may need to contact your bank orbroker to determine whether you will be able to vote bytelephone or electronically through the Internet.

The Internet voting procedures are designed to authenticateshareholders’ identities, to allow shareholders to give theirvoting instructions and to confirm that shareholders’instructions have been recorded properly.

Whether or not you plan to attend the Annual GeneralMeeting, we urge you to vote. Voting over the Internet, bytelephone (in the case of beneficial owners) or by returningyour proxy card by mail will not affect your right to attendthe Annual General Meeting.

How do I vote by proxy given to theindependent proxy if I am a record holder?

If you are a record holder, then you may appoint theindependent proxy by voting over the Internet or byrequesting a proxy card, completing it and mailing it in thereturn envelope provided. At our last annual generalmeeting, on May 17, 2018, Homburger AG was elected by ourshareholders as our independent proxy until the conclusionof the 2019 Annual General Meeting. Homburger AG is a lawfirm located in Switzerland.

If you vote over the Internet or properly fill in your proxycard appointing the independent proxy as your proxy andsend it in time to vote, the independent proxy will vote yourshares as you have directed. If you do not make specificchoices on the Internet voting website or your signed proxycard, then the independent proxy will vote your shares asrecommended by the Board of Directors with regard to theitems listed in the notice of meeting.

If new agenda items (other than those in the notice ofmeeting) or new proposals or motions with respect to theagenda items set forth in the notice of meeting are put beforethe Annual General Meeting, then by signing the proxy card,you direct the independent proxy, acting as your proxy andin the absence of instructions otherwise, to vote inaccordance with the recommendation of the Board ofDirectors. At the time we began printing this proxy



statement, we knew of no matters that needed to be acted onat the Annual General Meeting other than those discussed inthis proxy statement. The independent proxy will not makestatements, submit proposals or ask questions of the Boardof Directors on behalf of shareholders.

Whether or not you plan to attend the Annual GeneralMeeting, we urge you to vote. Voting over the Internet or byreturning your proxy card will not affect your right to attendthe Annual General Meeting.

In order to assure that your votes, as a record holder, aretabulated in time to be voted at the Annual General Meeting,you must complete your voting over the Internet or submityour proxy card so that it is received by 6:00 p.m. CentralEuropean Time (12:00 noon Eastern Time) on May 15, 2019.

How do I give voting instructions if I am abeneficial holder?

If you are a beneficial owner of shares, the broker will askyou how you want your shares to be voted. If you give thebroker instructions, the broker will vote your shares as youdirect. If your broker does not receive instructions from youabout how your shares are to be voted, one of two things canhappen, depending on the type of proposal. Pursuant to therules of the NYSE, brokers have discretionary power to voteyour shares with respect to “routine” matters, but they donot have discretionary power to vote your shares on“non-routine” matters. For example, brokers holding sharesbeneficially owned by their clients do not have the ability tocast votes with respect to the election of directors orexecutive compensation proposals (whether advisory orbinding) unless they have received instructions from thebeneficial owner of the shares. It is therefore important thatyou provide instructions to your broker so that your sharesare voted with respect to any matter treated as non-routineby the NYSE.

In order to assure that your votes, as a beneficial holder, aretabulated in time to be voted at the Annual General Meeting,you must submit your voting instructions so that your brokerwill be able to vote by 11:59 p.m. Eastern Time onMay 14, 2019.

May I revoke or change my vote?

Yes. If you change your mind after you vote, you may revokeor change your proxy by following the proceduresdescribed below.

• For record holders wishing to change their proxy, voteagain by following the instructions for Internet voting onthe Notice, or send in a signed proxy card with a laterdate. The latest received proxy will be counted. If you area record holder, you may request a new proxy card fromour transfer agent, Computershare Inc., by phone at 1(877) 522-3752 (within the U.S.) or +1 (201) 680-6898(outside the U.S.);

• For record holders wishing to revoke their proxy, send aletter revoking your proxy directly to the independentproxy, Homburger AG, Attention: Dr. Claude Lambert,Prime Tower, Hardstrasse 201, CH-8005 Zurich,Switzerland;

• For beneficial owners, follow the voting instructionsprovided by your broker, bank or other nominee to changeyour proxy and the latest received vote will be counted; torevoke your proxy, contact your broker, bank or othernominee; or

• Attend the Annual General Meeting to revoke your proxyand vote in person, as described and following theinstructions provided in “How do I vote in person at theAnnual General Meeting?”.

If you wish to revoke or change your proxy, you must do soin sufficient time to permit the necessary examination andtabulation of the subsequent proxy or revocation before thevote is taken.

How do I vote in person at the AnnualGeneral Meeting?

You may vote shares held directly in your name as theshareholder of record in person at the Annual GeneralMeeting. If you choose to vote your shares in person at theAnnual General Meeting and you are a record holder, thenyou must bring your admission ticket (which you may obtainas described below) and government-issued identificationsuch as a driver’s license or passport. You may also appointanother person to represent you at the Annual GeneralMeeting through a written, signed proxy giving such personthe right to vote the shares. Such person must bring thatproxy, his or her government-issued identification and anadmission ticket to the Annual General Meeting.

You may vote shares beneficially owned and held in streetname in person only if you obtain a signed proxy from theshareholder of record giving you the right to vote the shares.If your shares are held in the name of your broker, bank orother nominee, then you must bring to the Annual GeneralMeeting government-issued identification and a written,signed proxy from the shareholder of record giving you theright to vote the shares. You must also request and bring anadmission ticket.

To request an admission ticket to the Annual GeneralMeeting, please contact Investor Relations (by telephone at+1 (212) 827-4400, via e-mail at [email protected] by mail at Investor Relations, Chubb Limited, 1133 Avenueof the Americas, 41st Floor, New York, New York 10036) andsend proof of your stock ownership. For record holders,proof of stock ownership is a copy of your Notice containingyour control number. For beneficial owners, proof of stockownership is an account statement or letter from the broker,bank or other nominee indicating that you are the beneficialowner of the shares. To allow time for processing, pleasesubmit requests for admission tickets by May 9, 2019.Admission tickets are not transferable. You may contactInvestor Relations with any questions about the admissionticket process.



The Company reserves the right to deny admission to theAnnual General Meeting to any shareholder that does notpresent a valid admission ticket, government-issuedidentification or any other required document described inthis section.

Even if you plan to attend the Annual General Meeting, werecommend that you vote your shares in advance bysubmitting your proxy, so that your vote will be counted ifyou later decide not to attend the Annual General Meeting.

What votes need to be present to hold theAnnual General Meeting?

There is no quorum requirement under Swiss law.

Are Chubb shares subject to share blockingor re-registration?

No. Neither share blocking nor re-registration is required inorder to vote Common Shares at the Annual GeneralMeeting.

The Company does not impose trading restrictions as acondition of voting its Common Shares, does not require thatits Common Shares be deposited with a custodian orsub-custodian in order to be voted and does not instruct anycustodians or sub-custodians that may receive deposits ofCommon Shares for voting to block those shares.

Common Shares that are beneficially held do not need to bere-registered into the name of the beneficial owners in orderto vote (see “What Is the difference between holding shares asa shareholder of record and as a beneficial owner?” above).

Shareholders holding our Common Shares directly (i.e. notas beneficial holder via street name) and who are not yetregistered as shareholders with voting rights in our shareregister operated by our transfer agent, Computershare Inc.,must be properly registered in our share register in order tovote their shares directly. If you are a record holder and youreceived the Notice in the mail, then your shares areproperly registered to vote, unless you sell your shares priorto May 3, 2019.

What vote is required to approve eachagenda item?

The approval of each agenda item requires the affirmativevote of a majority of the votes cast (in person or by proxy) atthe Annual General Meeting, with the exception of AgendaItems 3 and 10.

Agenda Item 3, the discharge of the Board of Directors,requires the affirmative vote of a majority of the votes cast(in person or by proxy) at the Annual General Meeting, notcounting the votes of any director, nominee or executiveofficer of the Company or any votes represented bythe Company.

Agenda Item 10, the advisory U.S. say-on-pay vote, isnon-binding in nature. Therefore, there is no specificapproval requirement. However, the Board of Directors willconsider that the shareholders have approved executivecompensation on an advisory basis if this agenda itemreceived the affirmative vote of a majority of the votes cast(in person or by proxy) at the Annual General Meeting.

How are votes counted?

For each agenda item, your vote may be cast “FOR” or“AGAINST”, or you may instead “ABSTAIN” (and, withrespect to agenda items with sub-parts, you may cast yourvote separately for each sub-part). Here is how to make sureyour votes are counted:

• If you are a record holder and you sign your proxy card(including by electronic signature in the case of Internetvoting) with no further instructions, then you direct theindependent proxy to vote your shares in accordance withthe recommendations of the Board.

• If you are a beneficial owner, and your shares are held by abroker, then it is important that you provide instructions toyour broker so that your vote with respect to non-routineagenda items is counted. If you sign your broker votinginstruction card with no further instructions, then yourshares will be voted in the broker’s discretion with respectto routine matters but will not be voted with respect tonon-routine matters. For example, because Agenda Item 3(Discharge of the Board of Directors), Agenda Item 5(Election of Directors), Agenda Item 6 (Election ofChairman), Agenda Item 7 (Election of CompensationCommittee), Agenda Item 9 (Swiss director and ExecutiveManagement compensation) and Agenda Item 10 (U.S.Say-on-Pay) are considered non-routine matters, your votewill not be counted unless you provide your broker withinstructions for voting these agenda items.

How will the directors and executiveofficers of the Company vote?

At the close of business on March 25, 2019, our directors andexecutive officers owned and were entitled to vote anaggregate of 2,753,410 Common Shares, which representedapproximately 0.6 percent of our outstanding CommonShares. Each of our directors, nominees and executiveofficers have indicated their present intention to vote, orcause to be voted, their shares in favor of all of the agendaitems at the Annual General Meeting, apart from AgendaItem 3, the discharge of the Board of Directors, where theirvote will not be counted in accordance with Swiss law.

What is the effect of broker non-votes andabstentions?

A broker non-vote occurs when a broker holding shares for abeneficial owner does not vote on a particular agenda item



because the broker does not have discretionary voting powerfor that particular item and has not received instructionsfrom the beneficial owner.

Abstentions and broker non-votes will not be considered inthe vote and will not have an impact on any of the agendaitems being voted upon at the Annual General Meeting.

What are the costs of soliciting theseproxies and who will pay them?

The Company will pay all the costs of soliciting these proxies.Although we are mailing these proxy materials, our directorsand employees may also solicit proxies by telephone, by faxor other electronic means of communication, or in person.We will reimburse brokers, banks and nominees and otherfiduciaries for the expenses they incur in forwarding theproxy materials to you. Alliance Advisors, LLC is assisting uswith the solicitation of proxies for a fee of $22,500 plusout-of-pocket expenses and fees for telephone solicitation,if used.

Where can I find the voting results?

We will publish the voting results in a Form 8-K that we willfile with the SEC by May 22, 2019. You will be able to find theForm 8-K on our website at investors.chubb.com/investor-relations/financials/sec-filings.

Do directors attend the AnnualGeneral Meeting?

While we do not have a formal policy regarding Boardmember attendance at annual general meetings ofshareholders, we encourage each member of the Board ofDirectors to attend each annual general meeting ofshareholders. All of our directors then in office who werenominated for election at our 2018 annual general meetingattended in person.

Can a shareholder, employee or otherinterested party communicate directly withthe Board? If so, how?

Our Board provides a process for shareholders, employeesand other interested parties to send communications to theBoard. If you want to contact the Board concerningaccounting or auditing matters, then you may send an e-mail

to the Chair of the Audit Committee [email protected]. As to other matters, you may alsocontact:

• the Board,

• the non-management and independent directors,

• the Chairman of the Board,

• the Lead Director,

• the Chair of any Board committee, or

• any other director,

by sending an e-mail to [email protected]. TheCorporate Secretary also has access to these e-mailaddresses. Alternatively, shareholders, employees and otherinterested parties may send written communications to theBoard c/o Corporate Secretary, Chubb Limited, Bärengasse32, CH-8001 Zurich, Switzerland, although mail toSwitzerland is not as prompt as e-mail. Communication withthe Board may be anonymous. The Corporate Secretary willforward all anonymous communications to the Board to theLead Director. Shareholders submitting recommendationsfor director candidates should use this address, and ourNominating & Governance Committee will evaluate suchcandidates by the same process and under the same criteriaas for other candidates.

What is householding?

We may deliver only one copy of the Notice to shareholdersresiding at the same address, unless the shareholders havenotified the Company of their desire to receive multiplecopies. This is known as householding. Householdingreduces the volume of duplicate information received atyour household and helps us to reduce our costs.

The Company will promptly deliver, upon oral or writtenrequest, a separate copy of the Notice or any other proxymaterials to any shareholder residing at an address to whichonly one copy of the Notice was mailed. You can obtainadditional copies by contacting Investor Relations bytelephone at +1 (212) 827-4400 or via e-mail [email protected].

Shareholders residing at the same address may requesthouseholding or revoke householding by contacting, forbeneficial owners, their broker or bank, or, for recordholders, our transfer agent Computershare by phone at+1 (877) 522-3752 (within the U.S.) or +1 (201) 680-6898(outside the U.S.) or by mail at P.O. Box 505000, Louisville,Kentucky 40233-5000 USA.



Organizational Matters Required by Swiss Law

Admission to the Annual General Meeting

Shareholders who are registered in the share register onMarch 25, 2019 will receive an individualized Notice ofInternet Availability of Proxy Materials (which we refer to asthe Notice) from our share registrar. Beneficial owners ofshares will receive the Notice or proxy materials, as well as avoting instruction form, from their broker, bank, nominee orcustodian acting as shareholder of record to indicate howthey wish their shares to be voted.

In order to attend the Annual General Meeting in person,shareholders of record must bring their admission ticket(which may be obtained as described below) andgovernment-issued identification such as a driver’s license orpassport. A shareholder may also appoint another person torepresent him or her at the Annual General Meeting througha written, signed proxy giving such person the right to votethe shares. Such person must bring that proxy, his or hergovernment-issued identification, and an admission ticket tothe Annual General Meeting.

Beneficial owners who wish to vote in person at the AnnualGeneral Meeting must obtain a signed proxy from theirbroker, bank, nominee or other custodian that authorizesyou to vote the shares held by them on your behalf. Inaddition, you must bring to the Annual General Meeting anadmission ticket and government-issued identification.

Beneficial owners who have not obtained a proxy from theirbroker or custodian are not entitled to vote in person at, orparticipate in, the Annual General Meeting.

Each share carries one vote. The exercise of the voting rightis subject to the voting restrictions set out in our Articles ofAssociation, a summary of which is contained in this section“Information About the Annual General Meeting andVoting.”

To request an admission ticket to the Annual GeneralMeeting, please contact Investor Relations (by telephone at+1 (212) 827-4400, via e-mail at [email protected] by mail at Investor Relations, Chubb Limited, 1133 Avenueof the Americas, 41st Floor, New York, New York 10036) andsend proof of your stock ownership. For record holders,proof of stock ownership is a copy of your Notice. Forbeneficial owners, proof of stock ownership is an accountstatement or letter from the broker, bank or other nomineeindicating that you are the owner of the shares. To allowtime for processing, please submit requests for admissiontickets by May 9, 2019. Admission tickets are nottransferable. You may contact Investor Relations with anyquestions about the admission ticket process.

The Company reserves the right to deny admission to theAnnual General Meeting to any shareholder that does notpresent a valid admission ticket, government-issuedidentification or any other required document described inthis section.

Beneficial owners of shares held in “street name” andshareholders of record with voting rights at the close ofbusiness on March 25, 2019 are entitled to vote at the AnnualGeneral Meeting, except that shareholders who, uponapplication, become registered as shareholders with respectto their shares in our share register after March 25, 2019 buton or before May 3, 2019 and wish to vote those shares at theAnnual General Meeting will need to obtain a proxy foridentification purposes from the registered voting rightsrecord holder of those shares as of the record date of theAnnual General Meeting to vote their shares in person at theAnnual General Meeting. They may also obtain the proxymaterials by contacting Investor Relations by telephone at+1 (212) 827-4400 or via e-mail [email protected]. Shareholders registered inour share register (as opposed to beneficial holders of sharesheld in “street name”) who have sold their shares prior toMay 3, 2019 are not entitled to vote those shares at theAnnual General Meeting.

Granting of proxy to the independentproxy

If you are a shareholder of record and do not wish to attendthe Annual General Meeting, you have the right to grant yourvoting proxy directly to the independent proxy, HomburgerAG, Prime Tower, Hardstrasse 201, CH-8005 Zurich,Switzerland, in the sense of Article 689c of the Swiss Code ofObligations by completing, signing and submitting thecorresponding proxy card (including electronically). Forfurther information, refer to “How do I vote by proxy givento the independent proxy if I am a record holder?”.

Proxies granted to the independent proxy must be receivedno later than 6:00 p.m. Central European Time (12:00 noonEastern Time) on May 15, 2019.

Registered shareholders who have appointed theindependent proxy as a proxy may not vote in person at themeeting or send a proxy of their choice to the meeting,unless they revoke or change their proxies.

By signing the proxy card (including electronically) and if noother instructions are given, the shareholder instructs theindependent proxy to vote in accordance with the positionof the Board of Directors as to each agenda item. If a newagenda item or a new proposal for an existing agenda item isput before the Annual General Meeting and no otherinstructions are given, the shareholder instructs theindependent proxy to vote in accordance with the positionof the Board of Directors. In case a shareholder invalidatesthese general instructions and does not provide any otherinstructions, the independent proxy must abstain fromvoting on the shareholder’s behalf.



Admission office

The admission office opens on the day of the Annual GeneralMeeting at 11:30 a.m. Central European Time. Shareholdersattending the meeting are required to present the proof ofadmission described above in “Admission to the AnnualGeneral Meeting” at the entrance.

Annual Report of Chubb Limited

The Chubb Limited 2018 Annual Report containing theCompany’s audited consolidated financial statements withaccompanying notes and its audited statutory standalonefinancial statements prepared in accordance with Swiss law,the Company’s Swiss law compensation report, managementreport, the statutory auditor’s report, as well as additionally

required Swiss disclosures, is available on the Company’swebsite in the Investor Information section atinvestors.chubb.com/investor-relations/financials/annual-reports. Copies of this document may be obtainedwithout charge by contacting Chubb Limited InvestorRelations by telephone at +1 (212) 827-4400 or via e-mail [email protected]. Copies may also be physicallyinspected at the offices of Chubb Limited, Bärengasse 32,CH-8001 Zurich, Switzerland.

Publication of invitation in Switzerland

In accordance with Swiss law and our Articles of Association,the formal and authoritative invitation to the Annual GeneralMeeting will be published at least 20 days prior to themeeting in the Swiss Official Commercial Gazette.

Shareholder Submitted Agenda Items for an Annual General Meeting

How do I submit a matter for inclusion innext year’s proxy material?

If you wish to submit a matter to be considered for inclusionin the proxy material for the 2020 annual general meeting,please send it to the Corporate Secretary, Chubb Limited,Bärengasse 32, CH-8001 Zurich, Switzerland.

Under the SEC’s rules, proposed agenda items must bereceived no later than December 6, 2019 and otherwisecomply with the SEC requirements under Rule 14a-8 of theSecurities Exchange Act of 1934 to be eligible for inclusion inthe Company’s 2020 annual general meetingproxy statement.

How do I submit an additional item for theagenda at an annual general meeting?

In addition to the SEC rules for inclusion of shareholderproposals in a company’s proxy material, under Swiss law,one or more shareholders of record owning registeredshares with an aggregate nominal value of CHF 1,000,000 ormore (41,408 shares, as of March 25, 2019) can ask that anitem be put on the agenda of a shareholders’ meeting. Therequest must be made at least 45 days prior to theshareholders meeting. Any such requests should be sent tothe Corporate Secretary, Chubb Limited, Bärengasse 32,CH-8001 Zurich, Switzerland.

However, any such requests received after December 6, 2019or not otherwise compliant with the SEC requirements forshareholder proposals may not be eligible for inclusion inthe proxy material for the 2020 annual general meeting.

New proposals or motions with regard to existing agendaitems generally are not subject to the restrictions notedabove and can be made at the meeting by each shareholderattending or represented.


Non-GAAP Financial Measures

In this proxy statement, including in presenting our results for purposes of our compensation determinations, we included anddiscussed certain non-GAAP financial measures. The below non-GAAP financial measures, which may be defined differently byother companies, are important for an understanding of our overall results of operations and financial condition. However, theyshould not be viewed as a substitute for measures determined in accordance with U.S. GAAP. Amounts below are shown inmillions of U.S. dollars, except for ratios, share and per share data.

Core operating income is a non-GAAP financial measure that excludes the after-tax impact of adjusted net realized gains(losses), net realized gains (losses) included in other income (expense) related to partially owned entities, Chubb integrationexpenses, and the amortization of the fair value adjustments related to purchased invested assets and long-term debt from theChubb Corp acquisition. We exclude adjusted realized gains and losses because the amount of these gains (losses) are heavilyinfluenced by, and fluctuate in part according to, the availability of market opportunities. We exclude Chubb integrationexpenses due to the size and complexity of this acquisition. These integration expenses are distortive to our results and are notindicative of our underlying profitability. We believe that excluding these integration expenses facilitates the comparison of ourfinancial results to our historical operating results. Chubb integration expenses are incurred by the overall company and aretherefore included in Corporate. The costs are not related to the on-going activities of the individual segments and are thereforeexcluded from our definition of segment income (loss), as well. We believe this presentation enhances the understanding of ourresults of operations by highlighting the underlying profitability of our insurance business. Core operating income should not beviewed as a substitute for net income determined in accordance with GAAP.

The following table presents the reconciliation of Net income to Core operating income:

(in millions of U.S. dollars, except share and per share data)Full Year

2018Full Year

2017%

Change

Net income, as reported $3,962 $3,861 2.6%

Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax1 (215) (283)

Tax benefit on amortization adjustment 40 85

Chubb integration expenses, pre-tax (59) (310)

Tax benefit on Chubb integration expenses 12 93

Adjusted realized gains (losses), pre-tax2 (649) 91

Net realized gains (losses) related to unconsolidated entities, pre-tax3 431 406

Tax (expense) benefit on adjusted net realized gains (losses) (5) (5)

Core operating income $4,407 $3,784 16.5%

Denominator 466,802,348 471,196,901

Diluted earnings per share

Net income $8.49 $8.19

Amortization of fair value adjustment of acquired invested asset and long-term debt, net of tax1 (0.37) (0.42)

Chubb integration expenses, net of tax (0.10) (0.46)

Adjusted net realized gains (losses), net of tax (0.48) 1.04

Core operating income $9.44 $8.03 17.6%

1 Related to the acquisition of The Chubb Corporation.2 Excludes realized losses on crop derivatives of $3 million and $7 million for 2018 and 2017, respectively.3 Realized gains (losses) on partially-owned entities, which are investments where we hold more than an insignificant percentage of the investee’s shares. The net

income or loss is included in other income (expense).



Core operating return on equity (ROE) or ROE calculated using core operating income: The ROE numerator includes incomeadjusted to exclude after-tax adjusted net realized gains (losses), Chubb integration expenses, and the amortization of the fairvalue adjustment of acquired invested assets and long-term debt. The ROE denominator includes the average shareholders’equity for the period adjusted to exclude unrealized gains (losses) on investments, net of tax. Core operating ROE is a usefulmeasure as it enhances the understanding of the return on shareholders’ equity by highlighting the underlying profitabilityrelative to shareholders’ equity excluding the effect of unrealized gains and losses on our investments.

(in millions of U.S. dollars, except ratios)Full Year

2018Full Year

2017

Net income $3,962 $3,861

Core operating income $4,407 $3,784

Equity—beginning of period, as reported $51,172 $48,275

Less: unrealized gains (losses) on investments,net of deferred tax1 2 1,154 1,058

Equity—beginning of period, as adjusted $50,018 $47,217

Equity—end of period, as reported $50,312 $51,172

Less: unrealized gains (losses) on investments,net of deferred tax (545) 1,450

Equity—end of period, as adjusted $50,857 $49,722

Weighted average equity, as reported $50,742 $49,724

Weighted average equity, as adjusted $50,438 $48,470

ROE 7.8% 7.8%

Core operating ROE 8.7% 7.8%

1 During Q1 2018, the Company adopted new guidance that requires the reclassification of $417 million of unrealized appreciation to beginning retained earningsrelated to public equities and cost-method private equities.

2 At December 31, 2018, the Company reclassified tax expense of $121 million related to the unrealized appreciation of investments as of December 31, 2017 tobeginning retained earnings representing the stranded tax effects related to the 2017 U.S. tax reform which reduced the tax expense on unrealized appreciation ofinvestments. This reduction in tax was recorded in net income in Q4 2017 as part of the U.S. tax reform benefit.

Combined ratio, a U.S. GAAP figure, and P&C combined ratio each measure the underwriting profitability of our property &casualty business. We exclude the Life Insurance segment from combined ratio and P&C combined ratio as we do not use thesemeasures to monitor or manage that segment. The P&C combined ratio includes the impact of realized gains and losses on cropderivatives. These derivatives were purchased to provide economic benefit, in a manner similar to reinsurance protection, inthe event that a significant decline in commodity pricing will impact underwriting results. We view gains and losses on thesederivatives as part of the results of our underwriting operations. We believe adjustments for these items provides a betterevaluation of our underwriting performance and enhances understanding of the trends in our property & casualty business thatmay be obscured by these items.

The following table presents the reconciliation of combined ratio to P&C combined ratio:

Full Year2018

Full Year2017

Combined ratio 90.6% 94.7%

Add: impact of gains and losses on cropderivatives 0.0% 0.0%

P&C combined ratio 90.6% 94.7%



Tangible book value per common share is a non-GAAP financial measure and is shareholders’ equity less goodwill and otherintangible assets, net of tax, divided by the shares outstanding. We believe that goodwill and other intangible assets are notindicative of our underlying insurance results or trends and make book value comparisons to less acquisitive peer companiesless meaningful.

The following table provides a reconciliation of tangible book value per common share:(in millions of U.S.dollars, except shareand per share data)

December 31,2018

December 31,2017 % Change

Shareholders’ equity $50,312 $51,172Less: goodwill andother intangibleassets, net of tax 20,054 20,621

Numerator for tangiblebook value per share $30,258 $30,551

Shares outstanding 459,203,378 463,833,179Book value per commonshare $109.56 $110.32 -0.69%Tangible book value percommon share $65.89 $65.87 0.03%

Book value and tangible book value per common share excluding mark-to-market is a non-GAAP financial measure andis shareholders’ equity less goodwill and other intangible assets and unrealized investment gains (losses), net of tax, divided bythe shares outstanding. We exclude unrealized investment gains (losses) because the amount of these gains (losses) is heavilyinfluenced by changes in market conditions, including interest rate changes. We believe these measures are meaningful tounderstanding growth in book and tangible book value by highlighting the underlying profitability relative to shareholders’equity excluding the effect of unrealized gains and losses on our investments.

The following table provides a reconciliation of book value and tangible book value per common share, excludingmark-to-market:

(in millions of U.S.dollars, exceptshare and pershare data) December 31, 2018 January 1, 2018

% ChangeFull Year 2018

Shareholders’ equity $50,312 $51,172Less: unrealizedgains (losses) oninvestments, netof deferred tax (545) 1,154

Book value exmark-to-market 50,857 50,018

Less: goodwilland otherintangible assets,net of tax 20,054 20,621

Tangible book valueex mark-to-market $30,803 $29,397

Shares outstanding 459,203,378 463,833,179Book value percommon share exmark-to-market $110.75 $107.84 2.7%Tangible book valueper common shareex mark-to-market $67.08 $63.38 5.8%


ArgentinaAustraliaAustriaBahrainBelgiumBermudaBrazilCanada

ChileChinaColombiaCzech RepublicDenmarkEcuadorEgyptFinland

FranceGermanyGibraltarHong KongHungaryIndonesia IrelandItaly

JapanKoreaMacaoMalaysiaMexicoNetherlandsNew ZealandNorway

PakistanPanamaPeruPhilippinesPolandPortugalPuerto RicoRussia

Saudi ArabiaSingaporeSouth AfricaSpainSwedenSwitzerlandTaiwanThailand

TunisiaTurkeyUnited Arab EmiratesUnited KingdomUnited StatesVietnam

A Global Leader in Property and Casualty InsuranceA local presence in 54 countries and territories around the world

Chubb has operations in the countries and territories listed here and can help clients manage their risks anywhere in the world.

Chubb Limited Bärengasse 32 CH-8001 Zurich Switzerland

chubb.com

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